UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act File Number 811-4946
THOMPSON PLUMB FUNDS, INC.
(Exact name of registrant as specified in charter)
918 Deming Way
Madison, Wisconsin 53717
(Address of principal executive offices)--(Zip code)
John W. Thompson
Chief Executive Officer and President
Thompson Plumb Funds, Inc.
918 Deming Way
Madison, Wisconsin 53717
(Name and address of agent for service)
Registrant's telephone number, including area code: (608) 827-5700
Date of fiscal year end: 11/30/2012
Date of reporting period: 07/01/2011-6/30/2012
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| FLEXTRONICS INTERNATIONAL LTD. | | |
| Security | Y2573F102 | Meeting Type | Annual |
| Ticker Symbol | FLEX | Meeting Date | 22-Jul-2011 |
| ISIN | SG9999000020 | Agenda | 933476500 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A | ELECTION OF DIRECTOR: ROBERT L. | Management | For | For |
| EDWARDS | | | |
| 1B | ELECTION OF DIRECTOR: DANIEL H. | Management | For | For |
| SCHULMAN | | | |
| 2 | TO APPROVE THE RE-APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS | | | |
| FLEXTRONICS'S INDEPENDENT AUDITORS | | | |
| FOR THE 2012 FISCAL YEAR AND TO | | | |
| AUTHORIZE THE BOARD OF DIRECTORS TO | | | |
| FIX ITS REMUNERATION. | | | |
| 3 | TO APPROVE THE GENERAL | Management | For | For |
| AUTHORIZATION FOR THE DIRECTORS OF | | | |
| FLEXTRONICS TO ALLOT AND ISSUE | | | |
| ORDINARY SHARES. | | | |
| 4 | TO APPROVE CHANGES IN THE CASH | Management | Against | Against |
| COMPENSATION PAYABLE TO | | | |
| FLEXTRONICS'S NON-EMPLOYEE | | | |
| DIRECTORS AND THE CHAIRMAN OF THE | | | |
| BOARD OF DIRECTORS. | | | |
| 5 | TO APPROVE A NON-BINDING, ADVISORY | Management | Against | Against |
| RESOLUTION RELATING TO THE | | | |
| COMPENSATION OF FLEXTRONICS'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 6 | THE FREQUENCY OF A NON-BINDING, | Management | 1 Year | For |
| ADVISORY RESOLUTION TO APPROVE THE | | | |
| COMPENSATION OF FLEXTRONIC'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| S1 | EXTRAORDINARY GENERAL MEETING | Management | For | For |
| PROPOSAL: TO APPROVE THE RENEWAL OF | | | |
| THE SHARE PURCHASE MANDATE | | | |
| RELATING TO ACQUISITIONS BY | | | |
| FLEXTRONICS OF ITS OWN ISSUED | | | |
| ORDINARY SHARES. | | | |
| MCKESSON CORPORATION | | |
| Security | 58155Q103 | Meeting Type | Annual |
| Ticker Symbol | MCK | Meeting Date | 27-Jul-2011 |
| ISIN | US58155Q1031 | Agenda | 933483808 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: ANDY D. BRYANT | Management | For | For |
| 1B | ELECTION OF DIRECTOR: WAYNE A. BUDD | Management | For | For |
| 1C | ELECTION OF DIRECTOR: JOHN H. | Management | For | For |
| HAMMERGREN | | | |
| 1D | ELECTION OF DIRECTOR: ALTON F. IRBY III | Management | For | For |
| 1E | ELECTION OF DIRECTOR: M. CHRISTINE | Management | For | For |
| JACOBS | | | |
| 1F | ELECTION OF DIRECTOR: MARIE L. | Management | For | For |
| KNOWLES | | | |
| 1G | ELECTION OF DIRECTOR: DAVID M. | Management | For | For |
| LAWRENCE, M.D. | | | |
| 1H | ELECTION OF DIRECTOR: EDWARD A. | Management | For | For |
| MUELLER | | | |
| 1I | ELECTION OF DIRECTOR: JANE E. SHAW, | Management | For | For |
| PH.D. | | | |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE FISCAL | | | |
| YEAR ENDING MARCH 31, 2012. | | | |
| 3 | ADVISORY VOTE ON EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 4 | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | For |
| THE ADVISORY VOTE ON EXECUTIVE | | | |
| COMPENSATION. | | | |
| 5 | APPROVAL OF AN AMENDMENT TO OUR | Management | For | For |
| AMENDED AND RESTATED CERTIFICATE OF | | | |
| INCORPORATION ("CERTIFICATE OF | | | |
| INCORPORATION") TO REDUCE THE VOTE | | | |
| REQUIRED TO AMEND OUR CERTIFICATE OF | | | |
| INCORPORATION IN ANY MANNER THAT | | | |
| WILL ADVERSELY AFFECT HOLDERS OF | | | |
| SERIES A JUNIOR PARTICIPATING | | | |
| PREFERRED STOCK. | | | |
| 6 | APPROVAL OF AN AMENDMENT TO THE | Management | For | For |
| CERTIFICATE OF INCORPORATION TO | | | |
| REDUCE THE VOTE REQUIRED TO ADOPT, | | | |
| ALTER OR REPEAL ANY BY-LAW. | | | |
| 7 | APPROVAL OF AN AMENDMENT TO THE | Management | For | For |
| CERTIFICATE OF INCORPORATION TO | | | |
| ELIMINATE THE SUPERMAJORITY VOTING | | | |
| REQUIREMENTS, AND ASSOCIATED "FAIR | | | |
| PRICE" PROVISION, APPLICABLE TO | | | |
| CERTAIN BUSINESS COMBINATIONS. | | | |
| 8 | APPROVAL OF AN AMENDMENT TO THE | Management | Against | Against |
| CERTIFICATE OF INCORPORATION TO | | | |
| REMOVE A TRANSITIONAL PROVISION | | | |
| RELATED TO THE CLASSIFIED BOARD | | | |
| STRUCTURE ELIMINATED IN 2007. | | | |
| 9 | APPROVAL OF AN AMENDMENT TO THE | Management | For | For |
| CERTIFICATE OF INCORPORATION TO | | | |
| CONFORM THE "INTERESTED | | | |
| TRANSACTIONS" PROVISIONS AND THE | | | |
| STOCKHOLDER ACTION PROVISION TO | | | |
| APPLICABLE LAW. | | | |
| 10 | STOCKHOLDER PROPOSAL ON SIGNIFICANT | Shareholder | Against | For |
| EXECUTIVE STOCK RETENTION FOR TWO | | | |
| YEARS BEYOND RETIREMENT. | | | |
Page 1 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| ELECTRONIC ARTS INC. | | |
| Security | 285512109 | Meeting Type | Annual |
| Ticker Symbol | ERTS | Meeting Date | 28-Jul-2011 |
| ISIN | US2855121099 | Agenda | 933480294 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: LEONARD S. | Management | For | For |
| COLEMAN | | | |
| 1B | ELECTION OF DIRECTOR: JEFFREY T. | Management | For | For |
| HUBER | | | |
| 1C | ELECTION OF DIRECTOR: GERALDINE B. | Management | For | For |
| LAYBOURNE | | | |
| 1D | ELECTION OF DIRECTOR: GREGORY B. | Management | For | For |
| MAFFEI | | | |
| 1E | ELECTION OF DIRECTOR: VIVEK PAUL | Management | For | For |
| 1F | ELECTION OF DIRECTOR: LAWRENCE F. | Management | For | For |
| PROBST III | | | |
| 1G | ELECTION OF DIRECTOR: JOHN S. | Management | For | For |
| RICCITIELLO | | | |
| 1H | ELECTION OF DIRECTOR: RICHARD A. | Management | For | For |
| SIMONSON | | | |
| 1I | ELECTION OF DIRECTOR: LINDA J. SRERE | Management | For | For |
| 1J | ELECTION OF DIRECTOR: LUIS A. UBINAS | Management | For | For |
| 2 | APPROVE AN AMENDMENT TO THE 2000 | Management | Against | Against |
| EQUITY INCENTIVE PLAN. | | | |
| 3 | APPROVE AN AMENDMENT TO THE 2000 | Management | For | For |
| EMPLOYEE STOCK PURCHASE PLAN. | | | |
| 4 | ADVISORY VOTE ON THE COMPENSATION | Management | For | For |
| OF THE NAMED EXECUTIVE OFFICERS. | | | |
| 5 | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | For |
| HOLDING FUTURE ADVISORY VOTES ON | | | |
| THE COMPENSATION OF THE NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 6 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP AS INDEPENDENT AUDITORS FOR | | | |
| FISCAL YEAR 2012. | | | |
Page 2 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| XILINX, INC. | | |
| Security | 983919101 | Meeting Type | Annual |
| Ticker Symbol | XLNX | Meeting Date | 10-Aug-2011 |
| ISIN | US9839191015 | Agenda | 933481715 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: PHILIP T. GIANOS | Management | For | For |
| 1B | ELECTION OF DIRECTOR: MOSHE N. | Management | For | For |
| GAVRIELOV | | | |
| 1C | ELECTION OF DIRECTOR: JOHN L. DOYLE | Management | For | For |
| 1D | ELECTION OF DIRECTOR: JERALD G. | Management | For | For |
| FISHMAN | | | |
| 1E | ELECTION OF DIRECTOR: WILLIAM G. | Management | For | For |
| HOWARD, JR. | | | |
| 1F | ELECTION OF DIRECTOR: J. MICHAEL | Management | For | For |
| PATTERSON | | | |
| 1G | ELECTION OF DIRECTOR: ALBERT A. | Management | For | For |
| PIMENTEL | | | |
| 1H | ELECTION OF DIRECTOR: MARSHALL C. | Management | For | For |
| TURNER | | | |
| 1I | ELECTION OF DIRECTOR: ELIZABETH W. | Management | For | For |
| VANDERSLICE | | | |
| 2 | APPROVE AN AMENDMENT TO 1990 | Management | For | For |
| EMPLOYEE QUALIFIED STOCK PURCHASE | | | |
| PLAN, ALL AS MORE FULLY DESCRIBED IN | | | |
| THE PROXY STATEMENT. | | | |
| 3 | APPROVE AN AMENDMENT TO THE 2007 | Management | For | For |
| EQUITY INCENTIVE PLAN, ALL AS MORE | | | |
| FULLY DESCRIBED IN THE PROXY | | | |
| STATEMENT. | | | |
| 4 | APPROVE CERTAIN PROVISIONS OF 2007 | Management | For | For |
| EQUITY INCENTIVE PLAN FOR PURPOSES | | | |
| OF COMPLYING WITH THE INTERNAL | | | |
| REVENUE CODE OF 1986. | | | |
| 5 | PROPOSAL TO APPROVE, ON AN ADVISORY | Management | For | For |
| BASIS, THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 6 | PROPOSAL TO RECOMMEND, ON AN | Management | 1 Year | For |
| ADVISORY BASIS, THE FREQUENCY OF | | | |
| VOTES ON EXECUTIVE COMPENSATION. | | | |
| 7 | PROPOSAL TO RATIFY THE APPOINTMENT | Management | For | For |
| OF ERNST & YOUNG LLP AS THE | | | |
| COMPANY'S EXTERNAL AUDITORS FOR | | | |
| FISCAL 2012. | | | |
| MEDTRONIC, INC. | | |
| Security | 585055106 | Meeting Type | Annual |
| Ticker Symbol | MDT | Meeting Date | 25-Aug-2011 |
| ISIN | US5850551061 | Agenda | 933486931 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | RICHARD H. ANDERSON | | For | For |
| 2 | DAVID L. CALHOUN | | For | For |
| 3 | VICTOR J. DZAU, M.D. | | For | For |
| 4 | OMAR ISHRAK | | For | For |
| 5 | SHIRLEY ANN JACKSON PHD | | For | For |
| 6 | JAMES T. LENEHAN | | For | For |
| 7 | DENISE M. O'LEARY | | For | For |
| 8 | KENDALL J. POWELL | | For | For |
| 9 | ROBERT C. POZEN | | For | For |
| 10 | JEAN-PIERRE ROSSO | | For | For |
| 11 | JACK W. SCHULER | | For | For |
| 2 | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| MEDTRONIC'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM. | | | |
| 3 | A NON-BINDING ADVISORY VOTE ON | Management | For | For |
| EXECUTIVE COMPENSATION (A "SAY-ON- | | | |
| PAY" VOTE). | | | |
| 4 | A NON-BINDING ADVISORY VOTE ON THE | Management | 1 Year | For |
| FREQUENCY OF SAY-ON-PAY VOTES. | | | |
Page 3 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| PATTERSON COMPANIES, INC. | | |
| Security | 703395103 | Meeting Type | Annual |
| Ticker Symbol | PDCO | Meeting Date | 12-Sep-2011 |
| ISIN | US7033951036 | Agenda | 933495257 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | ANDRE B. LACY | | For | For |
| 2 | LES C. VINNEY | | For | For |
| 2 | ADVISORY APPROVAL OF EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 3 | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | N/A |
| SHAREHOLDER APPROVAL OF EXECUTIVE | | | |
| COMPENSATION. | | | |
| 4 | TO RATIFY THE SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING APRIL 28, | | | |
| 2012 | | | | |
| LIONS GATE ENTERTAINMENT CORP. | | |
| Security | 535919203 | Meeting Type | Annual |
| Ticker Symbol | LGF | Meeting Date | 13-Sep-2011 |
| ISIN | CA5359192039 | Agenda | 933499407 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | NORMAN BACAL | | For | For |
| 2 | MICHAEL BURNS | | For | For |
| 3 | ARTHUR EVRENSEL | | For | For |
| 4 | JON FELTHEIMER | | For | For |
| 5 | FRANK GIUSTRA | | For | For |
| 6 | MORLEY KOFFMAN | | For | For |
| 7 | HARALD LUDWIG | | For | For |
| 8 | G. SCOTT PATERSON | | For | For |
| 9 | MARK H. RACHESKY, M.D. | | For | For |
| 10 | DARYL SIMM | | For | For |
| 11 | HARDWICK SIMMONS | | For | For |
| 12 | PHYLLIS YAFFE | | For | For |
| 2 | PROPOSAL TO REAPPOINT ERNST & YOUNG | Management | For | For |
| LLP AS THE INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE | | | |
| COMPANY. | | | | |
| 3 | PROPOSAL TO CONDUCT AN ADVISORY | Management | For | For |
| VOTE TO APPROVE EXECUTIVE | | | |
| COMPENSATION. | | | |
| 4 | PROPOSAL TO CONDUCT AN ADVISORY | Management | 1 Year | For |
| VOTE ON THE FREQUENCY OF FUTURE | | | |
| ADVISORY VOTES ON EXECUTIVE | | | |
| COMPENSATION. | | | |
| 5 | IN THEIR DISCRETION, THE PROXIES ARE | Management | For | For |
| AUTHORIZED TO VOTE UPON SUCH OTHER | | | |
| BUSINESS AS MAY PROPERLY COME | | | |
| BEFORE THE MEETING. | | | |
Page 4 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| SEADRILL LIMITED | | |
| Security | G7945E105 | Meeting Type | Annual |
| Ticker Symbol | SDRL | Meeting Date | 23-Sep-2011 |
| ISIN | BMG7945E1057 | Agenda | 933496083 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | TO RE-ELECT JOHN FREDRIKSEN AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 2 | TO RE-ELECT TOR OLAV TROIM AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 3 | TO RE-ELECT KATE BLAKENSHIP AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 4 | TO RE-ELECT KATHRINE FREDRIKSEN AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 5 | TO RE-ELECT CARL ERIK STEEN AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 6 | PROPOSAL TO RE-APPOINT | Management | For | For |
| PRICEWATERHOUSECOOPERS, AS OF | | | |
| OSLO, NORWAY AS AUDITORS AND TO | | | |
| AUTHORIZE THE DIRECTORS TO | | | |
| DETERMINE THEIR REMUNERATION. | | | |
| 7 | PROPOSAL TO APPROVE THE | Management | For | For |
| REMUNERATION OF THE COMPANY'S | | | |
| BOARD OF DIRECTORS OF A TOTAL | | | |
| AMOUNT OF FEES NOT TO EXCEED | | | |
| US$800,000 FOR THE YEAR ENDED | | | |
| DECEMBER 31, 2011. | | | |
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | | |
| Security | 874054109 | Meeting Type | Annual |
| Ticker Symbol | TTWO | Meeting Date | 26-Sep-2011 |
| ISIN | US8740541094 | Agenda | 933496867 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | STRAUSS ZELNICK | | For | For |
| 2 | ROBERT A. BOWMAN | | For | For |
| 3 | SUNGHWAN CHO | | For | For |
| 4 | MICHAEL DORNEMANN | | For | For |
| 5 | BRETT ICAHN | | For | For |
| 6 | J. MOSES | | For | For |
| 7 | JAMES L. NELSON | | For | For |
| 8 | MICHAEL SHERESKY | | For | For |
| 2 | APPROVAL OF THE AMENDMENT TO THE | Management | Against | Against |
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | | | |
| 2009 STOCK INCENTIVE PLAN. | | | |
| 3 | APPROVAL OF THE MANAGEMENT | Management | For | For |
| AGREEMENT, DATED AS OF MAY 20, 2011, | | | |
| BY AND BETWEEN ZELNICK MEDIA | | | |
| CORPORATION AND TAKE-TWO | | | |
| INTERACTIVE SOFTWARE, INC. | | | |
| 4 | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION OF THE NAMED EXECUTIVE | | | |
| OFFICERS. | | | | |
| 5 | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | For |
| HOLDING FUTURE ADVISORY VOTES TO | | | |
| APPROVE THE COMPENSATION OF THE | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 6 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING MARCH 31, | | | |
| 2012 | | | | |
Page 5 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| FEDEX CORPORATION | | |
| Security | 31428X106 | Meeting Type | Annual |
| Ticker Symbol | FDX | Meeting Date | 26-Sep-2011 |
| ISIN | US31428X1063 | Agenda | 933497186 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: JAMES L. | Management | For | For |
| BARKSDALE | | | |
| 1B | ELECTION OF DIRECTOR: JOHN A. | Management | For | For |
| EDWARDSON | | | |
| 1C | ELECTION OF DIRECTOR: SHIRLEY ANN | Management | For | For |
| JACKSON | | | |
| 1D | ELECTION OF DIRECTOR: STEVEN R. | Management | For | For |
| LORANGER | | | |
| 1E | ELECTION OF DIRECTOR: GARY W. | Management | For | For |
| LOVEMAN | | | |
| 1F | ELECTION OF DIRECTOR: R. BRAD MARTIN | Management | For | For |
| 1G | ELECTION OF DIRECTOR: JOSHUA COOPER | Management | For | For |
| RAMO | | | |
| 1H | ELECTION OF DIRECTOR: SUSAN C. | Management | For | For |
| SCHWAB | | | |
| 1I | ELECTION OF DIRECTOR: FREDERICK W. | Management | For | For |
| SMITH | | | |
| 1J | ELECTION OF DIRECTOR: JOSHUA I. SMITH | Management | For | For |
| 1K | ELECTION OF DIRECTOR: DAVID P. STEINER | Management | For | For |
| 1L | ELECTION OF DIRECTOR: PAUL S. WALSH | Management | For | For |
| 2 | APPROVAL OF AMENDMENT TO | Management | For | For |
| CERTIFICATE OF INCORPORATION IN | | | |
| ORDER TO ALLOW STOCKHOLDERS TO | | | |
| CALL SPECIAL MEETINGS. | | | |
| 3 | RATIFICATION OF INDEPENDENT | Management | For | For |
| REGISTERED PUBLIC ACCOUNTING FIRM. | | | |
| 4 | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 5 | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | For |
| FUTURE ADVISORY VOTES ON EXECUTIVE | | | |
| COMPENSATION. | | | |
| 6 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| INDEPENDENT BOARD CHAIRMAN. | | | |
| 7 | STOCKHOLDER PROPOSAL REQUIRING | Shareholder | For | Against |
| EXECUTIVES TO RETAIN SIGNIFICANT | | | |
| STOCK. | | | |
| 8 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| POLITICAL CONTRIBUTIONS REPORT. | | | |
| THE PROCTER & GAMBLE COMPANY | | |
| Security | 742718109 | Meeting Type | Annual |
| Ticker Symbol | PG | Meeting Date | 11-Oct-2011 |
| ISIN | US7427181091 | Agenda | 933500705 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: ANGELA F. BRALY | Management | For | For |
| 1B | ELECTION OF DIRECTOR: KENNETH I. | Management | For | For |
| CHENAULT | | | |
| 1C | ELECTION OF DIRECTOR: SCOTT D. COOK | Management | For | For |
| 1D | ELECTION OF DIRECTOR: SUSAN DESMOND- | Management | For | For |
| HELLMANN | | | |
| 1E | ELECTION OF DIRECTOR: ROBERT A. | Management | For | For |
| MCDONALD | | | |
| 1F | ELECTION OF DIRECTOR: W. JAMES | Management | For | For |
| MCNERNEY, JR. | | | |
| 1G | ELECTION OF DIRECTOR: JOHNATHAN A. | Management | For | For |
| RODGERS | | | |
| 1H | ELECTION OF DIRECTOR: MARGARET C. | Management | For | For |
| WHITMAN | | | |
| 1I | ELECTION OF DIRECTOR: MARY AGNES | Management | For | For |
| WILDEROTTER | | | |
| 1J | ELECTION OF DIRECTOR: PATRICIA A. | Management | For | For |
| WOERTZ | | | |
| 1K | ELECTION OF DIRECTOR: ERNESTO | Management | For | For |
| ZEDILLO | | | |
| 2 | RATIFY APPOINTMENT OF THE | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM (PAGE 65 OF PROXY | | | |
| STATEMENT) | | | |
| 3 | ADVISORY VOTE TO APPROVE THE | Management | Against | Against |
| COMPANY'S SAY ON PAY VOTE (PAGES 65- | | | |
| 66 OF PROXY STATEMENT) | | | |
| 4 | ADVISORY VOTE TO RECOMMEND THE | Management | 1 Year | For |
| FREQUENCY OF THE SAY ON PAY VOTE | | | |
| (PAGES 66-67 OF PROXY STATEMENT) | | | |
| 5 | AMEND THE COMPANY'S AMENDED | Management | For | For |
| ARTICLES OF INCORPORATION (PAGE 67 OF | | | |
| PROXY STATEMENT) | | | |
| 6 | SHAREHOLDER PROPOSAL #1 - | Shareholder | For | Against |
| CUMULATIVE VOTING (PAGE 68 OF PROXY | | | |
| STATEMENT) | | | |
| 7 | SHAREHOLDER PROPOSAL #2 - ANIMAL | Shareholder | Against | For |
| TESTING (PAGES 69-70 OF PROXY | | | |
| STATEMENT) | | | |
| 8 | SHAREHOLDER PROPOSAL #3 - | Shareholder | Against | For |
| ELECTIONEERING CONTRIBUTIONS (PAGES | | | |
| 70-72 OF PROXY STATEMENT) | | | |
Page 6 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| LINEAR TECHNOLOGY CORPORATION | | |
| Security | 535678106 | Meeting Type | Annual |
| Ticker Symbol | LLTC | Meeting Date | 02-Nov-2011 |
| ISIN | US5356781063 | Agenda | 933508472 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | ROBERT H. SWANSON, JR. | | For | For |
| 2 | LOTHAR MAIER | | For | For |
| 3 | ARTHUR C. AGNOS | | For | For |
| 4 | JOHN J. GORDON | | For | For |
| 5 | DAVID S. LEE | | For | For |
| 6 | RICHARD M. MOLEY | | For | For |
| 7 | THOMAS S. VOLPE | | For | For |
| 2 | AN ADVISORY VOTE ON EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 3 | AN ADVISORY VOTE ON THE FREQUENCY | Management | 1 Year | Against |
| OF EXECUTIVE COMPENSATION VOTES. | | | |
| 4 | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF | | | |
| THE COMPANY FOR THE FISCAL YEAR | | | |
| ENDING JULY 1, 2012. | | | |
| MICROSOFT CORPORATION | | |
| Security | 594918104 | Meeting Type | Annual |
| Ticker Symbol | MSFT | Meeting Date | 15-Nov-2011 |
| ISIN | US5949181045 | Agenda | 933510706 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | ELECTION OF DIRECTOR: STEVEN A. | Management | For | For |
| BALLMER | | | |
| 2 | ELECTION OF DIRECTOR: DINA DUBLON | Management | For | For |
| 3 | ELECTION OF DIRECTOR: WILLIAM H. GATES | Management | For | For |
| III | | | |
| 4 | ELECTION OF DIRECTOR: RAYMOND V. | Management | For | For |
| GILMARTIN | | | |
| 5 | ELECTION OF DIRECTOR: REED HASTINGS | Management | For | For |
| 6 | ELECTION OF DIRECTOR: MARIA M. KLAWE | Management | For | For |
| 7 | ELECTION OF DIRECTOR: DAVID F. | Management | For | For |
| MARQUARDT | | | |
| 8 | ELECTION OF DIRECTOR: CHARLES H. | Management | For | For |
| NOSKI | | | |
| 9 | ELECTION OF DIRECTOR: HELMUT PANKE | Management | For | For |
| 10 | ADVISORY VOTE ON NAMED EXECUTIVE | Management | For | For |
| OFFICER COMPENSATION. | | | |
| 11 | ADVISORY VOTE ON FREQUENCY OF | Management | 1 Year | For |
| ADVISORY VOTE ON NAMED EXECUTIVE | | | |
| OFFICER COMPENSATION. | | | |
| 12 | RATIFICATION OF THE SELECTION OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT AUDITOR. | | | |
| 13 | SHAREHOLDER PROPOSAL 1. | Shareholder | Against | For |
| ESTABLISHMENT OF A BOARD COMMITTEE | | | |
| ON ENVIRONMENTAL SUSTAINABILITY. | | | |
Page 7 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| JDS UNIPHASE CORPORATION | | |
| Security | 46612J507 | Meeting Type | Annual |
| Ticker Symbol | JDSU | Meeting Date | 16-Nov-2011 |
| ISIN | US46612J5074 | Agenda | 933511633 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | PENELOPE A. HERSCHER | | For | For |
| 2 | MASOOD JABBAR | | For | For |
| 3 | THOMAS WAECHTER | | For | For |
| 2 | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| INDEPENDENT PUBLIC ACCOUNTING FIRM | | | |
| FOR JDS UNIPHASE CORPORATION FOR | | | |
| THE FISCAL YEAR ENDING JUNE 30, 2012. | | | |
| 3 | TO APPROVE, BY NON-BINDING ADVISORY | Management | Against | Against |
| VOTE, THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4 | TO RECOMMEND, BY NON-BINDING | Management | 1 Year | For |
| ADVISORY VOTE, THE FREQUENCY OF THE | | | |
| ADVISORY VOTE ON THE COMPENSATION | | | |
| OF OUR NAMED EXECUTIVE OFFICERS. | | | |
| SYSCO CORPORATION | | |
| Security | 871829107 | Meeting Type | Annual |
| Ticker Symbol | SYY | Meeting Date | 16-Nov-2011 |
| ISIN | US8718291078 | Agenda | 933511998 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: JUDITH B. | Management | For | For |
| CRAVEN, M.D. | | | |
| 1B | ELECTION OF DIRECTOR: WILLIAM J. | Management | For | For |
| DELANEY | | | |
| 1C | ELECTION OF DIRECTOR: LARRY C. | Management | For | For |
| GLASSCOCK | | | |
| 1D | ELECTION OF DIRECTOR: RICHARD G. | Management | For | For |
| TILGHMAN | | | |
| 2 | TO APPROVE, BY NON-BINDING VOTE, THE | Management | For | For |
| COMPENSATION PAID TO SYSCO'S NAMED | | | |
| EXECUTIVE OFFICERS, AS DISCLOSED | | | |
| PURSUANT TO ITEM 402 OF REGULATION S-K, | | | |
| INCLUDING THE COMPENSATION | | | |
| DISCUSSION AND ANALYSIS, | | | |
| COMPENSATION TABLES AND NARRATIVE | | | |
| DISCUSSION. | | | |
| 3 | TO RECOMMEND, BY NON-BINDING VOTE, | Management | 1 Year | For |
| THE FREQUENCY WITH WHICH SYSCO WILL | | | |
| CONDUCT STOCKHOLDER ADVISORY | | | |
| VOTES ON EXECUTIVE COMPENSATION. | | | |
| 4 | TO APPROVE AN AMENDMENT TO SYSCO'S | Management | For | For |
| BYLAWS TO IMPLEMENT A STAGGERED | | | |
| DECLASSIFICATION OF THE BOARD OF | | | |
| DIRECTORS OVER A THREE-YEAR PERIOD | | | |
| BEGINNING WITH THE ELECTION OF THE | | | |
| CLASS II DIRECTORS FOR A ONE-YEAR | | | |
| TERM AT SYSCO'S 2012 ANNUAL MEETING | | | |
| OF STOCKHOLDERS. | | | |
| 5 | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS SYSCO'S INDEPENDENT | | | |
| ACCOUNTANTS FOR FISCAL 2012. | | | |
Page 8 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| RESMED INC. | | |
| Security | 761152107 | Meeting Type | Annual |
| Ticker Symbol | RMD | Meeting Date | 16-Nov-2011 |
| ISIN | US7611521078 | Agenda | 933512041 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: CHRISTOPHER | Management | For | For |
| ROBERTS | | | |
| 1B | ELECTION OF DIRECTOR: JOHN WAREHAM | Management | For | For |
| 2 | TO APPROVE THE AMENDMENT TO THE 2009 | Management | Against | Against |
| INCENTIVE AWARD PLAN, WHICH IN PART | | | |
| INCREASES THE NUMBER OF SHARES | | | |
| AUTHORIZED FOR ISSUANCE UNDER THE | | | |
| PLAN FROM 22,921,650 (POST SPLIT) TO | | | |
| 35,475,000 SHARES. | | | |
| 3 | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION PAID TO OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4 | TO SELECT THE FREQUENCY OF FUTURE | Management | 1 Year | For |
| ADVISORY VOTES ON EXECUTIVE | | | |
| COMPENSATION EVERY YEAR, EVERY TWO | | | |
| YEARS OR EVERY THREE YEARS, AS | | | |
| INDICATED. | | | |
| 5 | RATIFICATION OF THE SELECTION OF KPMG | Management | For | For |
| LLP AS OUR INDEPENDENT AUDITORS FOR | | | |
| THE FISCAL YEAR ENDING JUNE 30, 2012. | | | |
| MAXIM INTEGRATED PRODUCTS, INC. | | |
| Security | 57772K101 | Meeting Type | Annual |
| Ticker Symbol | MXIM | Meeting Date | 16-Nov-2011 |
| ISIN | US57772K1016 | Agenda | 933513233 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | TUNC DOLUCA | | For | For |
| 2 | B. KIPLING HAGOPIAN | | For | For |
| 3 | JAMES R. BERGMAN | | For | For |
| 4 | JOSEPH R. BRONSON | | For | For |
| 5 | ROBERT E. GRADY | | For | For |
| 6 | WILLIAM D. WATKINS | | For | For |
| 7 | A.R. FRANK WAZZAN | | For | For |
| 2 | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS MAXIM'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING JUNE 30, | | | |
| 2012. | | | | |
| 3 | TO RATIFY AND APPROVE AN AMENDMENT | Management | For | For |
| TO MAXIM'S 2008 EMPLOYEE STOCK | | | |
| PURCHASE PLAN TO INCREASE THE | | | |
| NUMBER OF SHARES AVAILABLE FOR | | | |
| ISSUANCE THEREUNDER BY 2,000,000 | | | |
| SHARES. | | | | |
| 4 | TO RATIFY AND APPROVE AN AMENDMENT | Management | Against | Against |
| TO MAXIM'S AMENDED AND RESTATED 1996 | | | |
| STOCK INCENTIVE PLAN TO INCREASE THE | | | |
| NUMBER OF SHARES AVAILABLE FOR | | | |
| ISSUANCE THEREUNDER BY 7,000,000 | | | |
| SHARES. | | | | |
| 5 | TO APPROVE THE COMPENSATION OF | Management | Against | Against |
| MAXIM'S NAMED EXECUTIVE OFFICERS | | | |
| PURSUANT TO AN ADVISORY VOTE | | | |
| THEREON. | | | | |
| 6 | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | For |
| FUTURE ADVISORY VOTES ON THE | | | |
| COMPENSATION OF MAXIM'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
Page 9 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| CISCO SYSTEMS, INC. | | |
| Security | 17275R102 | Meeting Type | Annual |
| Ticker Symbol | CSCO | Meeting Date | 07-Dec-2011 |
| ISIN | US17275R1023 | Agenda | 933516885 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: CAROL A. BARTZ | Management | For | For |
| 1B | ELECTION OF DIRECTOR: M. MICHELE | Management | For | For |
| BURNS | | | |
| 1C | ELECTION OF DIRECTOR: MICHAEL D. | Management | For | For |
| CAPELLAS | | | |
| 1D | ELECTION OF DIRECTOR: LARRY R. CARTER | Management | For | For |
| 1E | ELECTION OF DIRECTOR: JOHN T. | Management | For | For |
| CHAMBERS | | | |
| 1F | ELECTION OF DIRECTOR: BRIAN L. HALLA | Management | For | For |
| 1G | ELECTION OF DIRECTOR: DR. JOHN L. | Management | For | For |
| HENNESSY | | | |
| 1H | ELECTION OF DIRECTOR: RICHARD M. | Management | For | For |
| KOVACEVICH | | | |
| 1I | ELECTION OF DIRECTOR: RODERICK C. | Management | For | For |
| MCGEARY | | | |
| 1J | ELECTION OF DIRECTOR: ARUN SARIN | Management | For | For |
| 1K | ELECTION OF DIRECTOR: STEVEN M. WEST | Management | For | For |
| 1L | ELECTION OF DIRECTOR: JERRY YANG | Management | For | For |
| 2 | APPROVAL OF AMENDMENT AND | Management | For | For |
| RESTATEMENT OF THE CISCO 2005 STOCK | | | |
| INCENTIVE PLAN. | | | |
| 3 | APPROVAL, ON AN ADVISORY BASIS, OF | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 4 | RECOMMENDATION, ON AN ADVISORY | Management | 1 Year | For |
| BASIS, ON THE FREQUENCY OF EXECUTIVE | | | |
| COMPENSATION VOTES. | | | |
| 5 | RATIFICATION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| CISCO'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR FISCAL | | | |
| 2012. | | | |
| 6 | APPROVAL TO AMEND CISCO'S BYLAWS TO | Shareholder | Against | For |
| ESTABLISH A BOARD COMMITTEE ON | | | |
| ENVIRONMENTAL SUSTAINABILITY. | | | |
| 7 | APPROVAL TO REQUIRE THE BOARD TO | Shareholder | Against | For |
| PUBLISH INTERNET FRAGMENTATION | | | |
| REPORT TO SHAREHOLDERS WITHIN SIX | | | |
| MONTHS. | | | |
| 8 | APPROVAL TO REQUIRE THAT CISCO | Shareholder | For | Against |
| EXECUTIVES RETAIN A SIGNIFICANT | | | |
| PERCENTAGE OF STOCK UNTIL TWO YEARS | | | |
| FOLLOWING TERMINATION. | | | |
| MEDCO HEALTH SOLUTIONS, INC. | | |
| Security | 58405U102 | Meeting Type | Special |
| Ticker Symbol | MHS | Meeting Date | 21-Dec-2011 |
| ISIN | US58405U1025 | Agenda | 933528385 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | TO ADOPT THE AGREEMENT AND PLAN OF | Management | For | For |
| MERGER, DATED AS OF JULY 20, 2011, AS | | | |
| AMENDED ON NOVEMBER 7, 2011 AND AS IT | | | |
| MAY BE AMENDED FROM TIME TO TIME (THE | | | |
| "MERGER AGREEMENT"), BY AND AMONG | | | |
| EXPRESS SCRIPTS, INC., MEDCO HEALTH | | | |
| SOLUTIONS, INC., ARISTOTLE HOLDING, | | | |
| INC., ARISTOTLE MERGER SUB, INC., AND | | | |
| PLATO MERGER SUB, INC. | | | |
| 2 | TO APPROVE THE ADJOURNMENT OF THE | Management | For | For |
| SPECIAL MEETING, IF NECESSARY OR | | | |
| APPROPRIATE, TO SOLICIT ADDITIONAL | | | |
| PROXIES IF THERE ARE INSUFFICIENT | | | |
| VOTES AT THE TIME OF THE SPECIAL | | | |
| MEETING TO APPROVE THE PROPOSAL TO | | | |
| ADOPT THE MERGER AGREEMENT. | | | |
| 3 | TO APPROVE, BY NON-BINDING ADVISORY | Management | Against | Against |
| VOTE, THE COMPENSATION | | | |
| ARRANGEMENTS FOR THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS IN | | | |
| CONNECTION WITH THE MERGERS | | | |
| CONTEMPLATED BY THE MERGER | | | |
| AGREEMENT. | | | |
Page 10 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| WALGREEN CO. | | |
| Security | 931422109 | Meeting Type | Annual |
| Ticker Symbol | WAG | Meeting Date | 11-Jan-2012 |
| ISIN | US9314221097 | Agenda | 933529717 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: DAVID J. BRAILER | Management | For | For |
| 1B | ELECTION OF DIRECTOR: STEVEN A. DAVIS | Management | For | For |
| 1C | ELECTION OF DIRECTOR: WILLIAM C. FOOTE | Management | For | For |
| 1D | ELECTION OF DIRECTOR: MARK P. | Management | For | For |
| FRISSORA | | | |
| 1E | ELECTION OF DIRECTOR: GINGER L. | Management | For | For |
| GRAHAM | | | |
| 1F | ELECTION OF DIRECTOR: ALAN G. MCNALLY | Management | For | For |
| 1G | ELECTION OF DIRECTOR: NANCY M. | Management | For | For |
| SCHLICHTING | | | |
| 1H | ELECTION OF DIRECTOR: DAVID Y. | Management | For | For |
| SCHWARTZ | | | |
| 1I | ELECTION OF DIRECTOR: ALEJANDRO SILVA | Management | For | For |
| 1J | ELECTION OF DIRECTOR: JAMES A. | Management | For | For |
| SKINNER | | | |
| 1K | ELECTION OF DIRECTOR: GREGORY D. | Management | For | For |
| WASSON | | | |
| 2 | RATIFY THE APPOINTMENT OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS WALGREEN CO.'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 3 | APPROVAL OF THE WALGREEN CO. 2011 | Management | Against | Against |
| CASH-BASED INCENTIVE PLAN. | | | |
| 4 | ADVISORY VOTE ON THE APPROVAL OF | Management | Against | Against |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 5 | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | For |
| FUTURE ADVISORY VOTES ON NAMED | | | |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 6 | SHAREHOLDER PROPOSAL REGARDING AN | Shareholder | Against | For |
| EXECUTIVE EQUITY RETENTION POLICY. | | | |
| JOHNSON CONTROLS, INC. | | |
| Security | 478366107 | Meeting Type | Annual |
| Ticker Symbol | JCI | Meeting Date | 25-Jan-2012 |
| ISIN | US4783661071 | Agenda | 933535683 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | DENNIS W. ARCHER | | For | For |
| 2 | MARK P. VERGNANO | | For | For |
| 3 | RICHARD GOODMAN | | For | For |
| 2 | RATIFICATION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS AS | | | |
| INDEPENDENT AUDITORS FOR 2012. | | | |
| 3 | ADVISORY VOTE ON COMPENSATION OF | Management | Against | Against |
| OUR NAMED EXECUTIVE OFFICERS. | | | |
| 4 | CONSIDERATION OF A SHAREHOLDER | Shareholder | For | Against |
| PROPOSAL TO DECLASSIFY THE BOARD OF | | | |
| DIRECTORS. | | | |
| D.R. HORTON, INC. | | |
| Security | 23331A109 | Meeting Type | Annual |
| Ticker Symbol | DHI | Meeting Date | 26-Jan-2012 |
| ISIN | US23331A1097 | Agenda | 933538689 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: DONALD R. | Management | Against | Against |
| HORTON | | | |
| 1B | ELECTION OF DIRECTOR: BRADLEY S. | Management | Against | Against |
| ANDERSON | | | |
| 1C | ELECTION OF DIRECTOR: MICHAEL R. | Management | Against | Against |
| BUCHANAN | | | |
| 1D | ELECTION OF DIRECTOR: MICHAEL W. | Management | Against | Against |
| HEWATT | | | |
| 1E | ELECTION OF DIRECTOR: BOB G. SCOTT | Management | Against | Against |
| 1F | ELECTION OF DIRECTOR: DONALD J. | Management | Against | Against |
| TOMNITZ | | | |
| 2 | ADVISORY VOTE AS TO EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3 | ADVISORY VOTE AS TO THE FREQUENCY OF | Management | 1 Year | For |
| FUTURE ADVISORY VOTES ON EXECUTIVE | | | |
| COMPENSATION. | | | |
| 4 | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
Page 11 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| VISA INC. | | |
| Security | 92826C839 | Meeting Type | Annual |
| Ticker Symbol | V | Meeting Date | 31-Jan-2012 |
| ISIN | US92826C8394 | Agenda | 933536205 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: GARY P. | Management | Against | Against |
| COUGHLAN | | | |
| 1B | ELECTION OF DIRECTOR: MARY B. | Management | Against | Against |
| CRANSTON | | | |
| 1C | ELECTION OF DIRECTOR: FRANCISCO | Management | Against | Against |
| JAVIER FERNANDEZ-CARBAJAL | | | |
| 1D | ELECTION OF DIRECTOR: ROBERT W. | Management | Against | Against |
| MATSCHULLAT | | | |
| 1E | ELECTION OF DIRECTOR: CATHY E. | Management | Against | Against |
| MINEHAN | | | |
| 1F | ELECTION OF DIRECTOR: SUZANNE NORA | Management | Against | Against |
| JOHNSON | | | |
| 1G | ELECTION OF DIRECTOR: DAVID J. PANG | Management | Against | Against |
| 1H | ELECTION OF DIRECTOR: JOSEPH W. | Management | Against | Against |
| SAUNDERS | | | |
| 1I | ELECTION OF DIRECTOR: WILLIAM S. | Management | Against | Against |
| SHANAHAN | | | |
| 1J | ELECTION OF DIRECTOR: JOHN A. | Management | Against | Against |
| SWAINSON | | | |
| 2 | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 3 | TO APPROVE THE VISA INC. 2007 EQUITY | Management | Against | Against |
| INCENTIVE COMPENSATION PLAN, AS | | | |
| AMENDED AND RESTATED. | | | |
| 4 | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR FISCAL YEAR 2012. | | | |
| EMERSON ELECTRIC CO. | | |
| Security | 291011104 | Meeting Type | Annual |
| Ticker Symbol | EMR | Meeting Date | 07-Feb-2012 |
| ISIN | US2910111044 | Agenda | 933535695 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | C. FERNANDEZ G.* | | For | For |
| 2 | A.F. GOLDEN* | | For | For |
| 3 | W.R. JOHNSON* | | For | For |
| 4 | J.B. MENZER* | | For | For |
| 5 | A.A. BUSCH III** | | For | For |
| 6 | R.L. RIDGWAY** | | For | For |
| 2 | APPROVAL, BY NON-BINDING ADVISORY | Management | For | For |
| VOTE, OF EMERSON ELECTRIC CO. | | | |
| EXECUTIVE COMPENSATION. | | | |
| 3 | RATIFICATION OF KPMG LLP AS | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 4 | APPROVAL OF THE STOCKHOLDER | Shareholder | Against | For |
| PROPOSAL REQUESTING THE ISSUANCE OF | | | |
| A SUSTAINABILITY REPORT AS DESCRIBED | | | |
| IN THE PROXY STATEMENT. | | | |
| 5 | APPROVAL OF THE STOCKHOLDER | Shareholder | Against | For |
| PROPOSAL REGARDING DECLASSIFICATION | | | |
| OF THE BOARD OF DIRECTORS AS | | | |
| DESCRIBED IN THE PROXY STATEMENT. | | | |
Page 12 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| ROCKWELL AUTOMATION, INC. | | |
| Security | 773903109 | Meeting Type | Annual |
| Ticker Symbol | ROK | Meeting Date | 07-Feb-2012 |
| ISIN | US7739031091 | Agenda | 933539124 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| A | DIRECTOR | | Management | | |
| 1 | BETTY C. ALEWINE | | For | For |
| 2 | VERNE G. ISTOCK | | For | For |
| 3 | DAVID B. SPEER | | For | For |
| B | TO APPROVE THE SELECTION OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS THE CORPORATION'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| C | TO APPROVE THE CORPORATION'S 2012 | Management | Against | Against |
| LONG-TERM INCENTIVES PLAN. | | | |
| D | TO APPROVE ON AN ADVISORY BASIS THE | Management | For | For |
| COMPENSATION OF THE CORPORATION'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| NOVARTIS AG | | |
| Security | 66987V109 | Meeting Type | Annual |
| Ticker Symbol | NVS | Meeting Date | 23-Feb-2012 |
| ISIN | US66987V1098 | Agenda | 933549125 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | APPROVAL OF THE ANNUAL REPORT, THE | Management | For | For |
| FINANCIAL STATEMENTS OF NOVARTIS AG | | | |
| AND THE GROUP CONSOLIDATED | | | |
| FINANCIAL STATEMENTS FOR THE | | | |
| BUSINESS YEAR 2011 | | | |
| 2 | DISCHARGE FROM LIABILITY OF THE | Management | For | For |
| MEMBERS OF THE BOARD OF DIRECTORS | | | |
| AND THE EXECUTIVE COMMITTEE | | | |
| 3 | APPROPRIATION OF AVAILABLE EARNINGS | Management | For | For |
| OF NOVARTIS AG AND DECLARATION OF | | | |
| DIVIDEND | | | |
| 4 | REDUCTION OF SHARE CAPITAL | Management | For | For |
| 5A1 | TO THE BOARD OF DIRECTORS RE- | Management | For | For |
| ELECTION OF WILLIAM BRODY, M.D., PH.D., | | | |
| FOR A TWO-YEAR TERM | | | |
| 5A2 | RE-ELECTION OF SRIKANT DATAR, PH.D., | Management | For | For |
| FOR A THREE-YEAR TERM | | | |
| 5A3 | RE-ELECTION OF ANDREAS VON PLANTA, | Management | For | For |
| PH.D., FOR A THREE-YEAR TERM | | | |
| 5A4 | RE-ELECTION OF DR. ING. WENDELIN | Management | For | For |
| WIEDEKING FOR A THREE-YEAR TERM | | | |
| 5A5 | RE-ELECTION OF ROLF M. ZINKERNAGEL, | Management | For | For |
| M.D., FOR A TWO-YEAR TERM | | | |
| 5B | ELECTION OF DIMITRI AZAR, M.D., FOR A | Management | For | For |
| THREE-YEAR TERM | | | |
| 6 | APPOINTMENT OF THE AUDITOR | Management | For | For |
| 7 | ADDITIONAL AND/OR COUNTER-PROPOSALS | Management | For | For |
| PRESENTED AT THE MEETING | | | |
Page 13 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| QUALCOMM INCORPORATED | | |
| Security | 747525103 | Meeting Type | Annual |
| Ticker Symbol | QCOM | Meeting Date | 06-Mar-2012 |
| ISIN | US7475251036 | Agenda | 933543933 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | BARBARA T. ALEXANDER | | For | For |
| 2 | STEPHEN M. BENNETT | | For | For |
| 3 | DONALD G. CRUICKSHANK | | For | For |
| 4 | RAYMOND V. DITTAMORE | | For | For |
| 5 | THOMAS W. HORTON | | For | For |
| 6 | PAUL E. JACOBS | | For | For |
| 7 | ROBERT E. KAHN | | For | For |
| 8 | SHERRY LANSING | | For | For |
| 9 | DUANE A. NELLES | | For | For |
| 10 | FRANCISCO ROS | | For | For |
| 11 | BRENT SCOWCROFT | | For | For |
| 12 | MARC I. STERN | | For | For |
| 2 | TO RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT PUBLIC ACCOUNTANTS FOR | | | |
| OUR FISCAL YEAR ENDING SEPTEMBER 30, | | | |
| 2012. | | | | |
| 3 | TO HOLD AN ADVISORY VOTE ON | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 4 | TO APPROVE AN AMENDMENT TO THE | Management | For | For |
| COMPANY'S RESTATED CERTIFICATE OF | | | |
| INCORPORATION TO ELIMINATE THE | | | |
| PLURALITY VOTING PROVISION. | | | |
| HELMERICH & PAYNE, INC. | | |
| Security | 423452101 | Meeting Type | Annual |
| Ticker Symbol | HP | Meeting Date | 07-Mar-2012 |
| ISIN | US4234521015 | Agenda | 933547727 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | DONALD F. ROBILLARD, JR | | For | For |
| 2 | HON. FRANCIS ROONEY | | For | For |
| 3 | EDWARD B. RUST, JR | | For | For |
| 2 | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| AUDITORS FOR 2012. | | | |
| 3 | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4A | AMENDMENT TO THE COMPANY'S AMENDED | Management | For | For |
| AND RESTATED CERTIFICATE OF | | | |
| INCORPORATION TO IMPLEMENT A | | | |
| STAGGERED DECLASSIFICATION OF THE | | | |
| BOARD OF DIRECTORS OVER A THREE- | | | |
| YEAR PERIOD. | | | |
| 4B | AMENDMENT TO THE COMPANY'S AMENDED | Management | For | For |
| AND RESTATED CERTIFICATE OF | | | |
| INCORPORATION TO CONFIRM THAT FROM | | | |
| AND AFTER THE 2015 ANNUAL MEETING, | | | |
| DIRECTORS MAY BE REMOVED BY THE | | | |
| STOCKHOLDERS WITH OR WITHOUT CAUSE. | | | |
| THE WALT DISNEY COMPANY | | |
| Security | 254687106 | Meeting Type | Annual |
| Ticker Symbol | DIS | Meeting Date | 13-Mar-2012 |
| ISIN | US2546871060 | Agenda | 933546434 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: SUSAN E. ARNOLD | Management | For | For |
| 1B | ELECTION OF DIRECTOR: JOHN S. CHEN | Management | For | For |
| 1C | ELECTION OF DIRECTOR: JUDITH L. ESTRIN | Management | For | For |
| 1D | ELECTION OF DIRECTOR: ROBERT A. IGER | Management | For | For |
| 1E | ELECTION OF DIRECTOR: FRED H. | Management | For | For |
| LANGHAMMER | | | |
| 1F | ELECTION OF DIRECTOR: AYLWIN B. LEWIS | Management | For | For |
| 1G | ELECTION OF DIRECTOR: MONICA C. | Management | For | For |
| LOZANO | | | |
| 1H | ELECTION OF DIRECTOR: ROBERT W. | Management | For | For |
| MATSCHULLAT | | | |
| 1I | ELECTION OF DIRECTOR: SHERYL K. | Management | For | For |
| SANDBERG | | | |
| 1J | ELECTION OF DIRECTOR: ORIN C. SMITH | Management | For | For |
| 2 | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR 2012. | | | |
| 3 | TO APPROVE AN AMENDMENT TO THE 2011 | Management | Against | Against |
| STOCK INCENTIVE PLAN. | | | |
| 4 | TO APPROVE THE ADVISORY RESOLUTION | Management | Against | Against |
| ON EXECUTIVE COMPENSATION. | | | |
Page 14 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| HEWLETT-PACKARD COMPANY | | |
| Security | 428236103 | Meeting Type | Annual |
| Ticker Symbol | HPQ | Meeting Date | 21-Mar-2012 |
| ISIN | US4282361033 | Agenda | 933549834 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: M. L. | Management | For | For |
| ANDREESSEN | | | |
| 1B | ELECTION OF DIRECTOR: S. BANERJI | Management | For | For |
| 1C | ELECTION OF DIRECTOR: R. L. GUPTA | Management | For | For |
| 1D | ELECTION OF DIRECTOR: J. H. | Management | For | For |
| HAMMERGREN | | | |
| 1E | ELECTION OF DIRECTOR: R. J. LANE | Management | For | For |
| 1F | ELECTION OF DIRECTOR: A. M. LIVERMORE | Management | For | For |
| 1G | ELECTION OF DIRECTOR: G. M. REINER | Management | For | For |
| 1H | ELECTION OF DIRECTOR: P. F. RUSSO | Management | For | For |
| 1I | ELECTION OF DIRECTOR: G. K. THOMPSON | Management | For | For |
| 1J | ELECTION OF DIRECTOR: M. C. WHITMAN | Management | For | For |
| 1K | ELECTION OF DIRECTOR: R. V. WHITWORTH | Management | For | For |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| THE INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING OCTOBER 31, 2012. | | | |
| 3 | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4 | STOCKHOLDER PROPOSAL ENTITLED | Shareholder | Against | For |
| "EXECUTIVES TO RETAIN SIGNIFICANT | | | |
| STOCK." | | | |
| SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) | | |
| Security | 806857108 | Meeting Type | Annual |
| Ticker Symbol | SLB | Meeting Date | 11-Apr-2012 |
| ISIN | AN8068571086 | Agenda | 933556827 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: PETER L.S. | Management | For | For |
| CURRIE | | | |
| 1B | ELECTION OF DIRECTOR: TONY ISAAC | Management | For | For |
| 1C | ELECTION OF DIRECTOR: K. VAMAN KAMATH | Management | For | For |
| 1D | ELECTION OF DIRECTOR: PAAL KIBSGAARD | Management | For | For |
| 1E | ELECTION OF DIRECTOR: NIKOLAY | Management | For | For |
| KUDRYAVTSEV | | | |
| 1F | ELECTION OF DIRECTOR: ADRIAN LAJOUS | Management | For | For |
| 1G | ELECTION OF DIRECTOR: MICHAEL E. | Management | For | For |
| MARKS | | | |
| 1H | ELECTION OF DIRECTOR: ELIZABETH A. | Management | For | For |
| MOLER | | | |
| 1I | ELECTION OF DIRECTOR: LUBNA S. OLAYAN | Management | For | For |
| 1J | ELECTION OF DIRECTOR: L. RAFAEL REIF | Management | For | For |
| 1K | ELECTION OF DIRECTOR: TORE I. | Management | For | For |
| SANDVOLD | | | |
| 1L | ELECTION OF DIRECTOR: HENRI SEYDOUX | Management | For | For |
| 2 | TO APPROVE AN ADVISORY RESOLUTION | Management | Against | Against |
| ON EXECUTIVE COMPENSATION. | | | |
| 3 | TO APPROVE THE COMPANY'S 2011 | Management | For | For |
| FINANCIAL STATEMENTS AND | | | |
| DECLARATIONS OF DIVIDENDS. | | | |
| 4 | TO APPROVE THE APPOINTMENT OF THE | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 5 | TO APPROVE AMENDMENTS TO THE | Management | Against | Against |
| COMPANY'S 2004 STOCK AND DEFERRAL | | | |
| PLAN FOR NON-EMPLOYEE DIRECTORS TO | | | |
| INCREASE THE NUMBER OF SHARES | | | |
| AVAILABLE FOR ISSUANCE AND MAKE | | | |
| CERTAIN TECHNICAL CHANGES. | | | |
Page 15 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| ADOBE SYSTEMS INCORPORATED | | |
| Security | 00724F101 | Meeting Type | Annual |
| Ticker Symbol | ADBE | Meeting Date | 12-Apr-2012 |
| ISIN | US00724F1012 | Agenda | 933554291 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: EDWARD W. | Management | For | For |
| BARNHOLT | | | |
| 1B | ELECTION OF DIRECTOR: MICHAEL R. | Management | For | For |
| CANNON | | | |
| 1C | ELECTION OF DIRECTOR: JAMES E. DALEY | Management | For | For |
| 1D | ELECTION OF DIRECTOR: CHARLES M. | Management | For | For |
| GESCHKE | | | |
| 1E | ELECTION OF DIRECTOR: SHANTANU | Management | For | For |
| NARAYEN | | | |
| 2 | APPROVAL OF THE AMENDMENT OF THE | Management | For | For |
| 2003 EQUITY INCENTIVE PLAN TO INCREASE | | | |
| THE AVAILABLE SHARE RESERVE BY 12.39 | | | |
| MILLION SHARES, INCREASE THE MAXIMUM | | | |
| NUMBER OF SHARES THAT MAY BE | | | |
| GRANTED AS INCENTIVE STOCK OPTIONS, | | | |
| AND APPROVE NEW PERFORMANCE | | | |
| METRICS AS DESCRIBED IN THE | | | |
| ACCOMPANYING PROXY STATEMENT. | | | |
| 3 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING ON NOVEMBER 30, 2012. | | | |
| 4 | APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| NORTHERN TRUST CORPORATION | | |
| Security | 665859104 | Meeting Type | Annual |
| Ticker Symbol | NTRS | Meeting Date | 17-Apr-2012 |
| ISIN | US6658591044 | Agenda | 933556257 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | LINDA WALKER BYNOE | | For | For |
| 2 | NICHOLAS D. CHABRAJA | | For | For |
| 3 | SUSAN CROWN | | For | For |
| 4 | DIPAK C. JAIN | | For | For |
| 5 | ROBERT W. LANE | | For | For |
| 6 | EDWARD J. MOONEY | | For | For |
| 7 | JOHN W. ROWE | | For | For |
| 8 | MARTIN P. SLARK | | For | For |
| 9 | DAVID H.B. SMITH, JR. | | For | For |
| 10 | CHARLES A. TRIBBETT III | | For | For |
| 11 | FREDERICK H. WADDELL | | For | For |
| 2 | APPROVAL, BY AN ADVISORY VOTE, OF THE | Management | For | For |
| 2011 COMPENSATION OF THE | | | |
| CORPORATION'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | | |
| 3 | APPROVAL OF THE NORTHERN TRUST | Management | Against | Against |
| CORPORATION 2012 STOCK PLAN. | | | |
| 4 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP AS THE CORPORATION'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2012. THE | | | |
| BOARD OF DIRECTORS RECOMMENDS YOU | | | |
| VOTE "AGAINST" THE FOLLOWING | | | |
| PROPOSALS. | | | |
| 5 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| ACCELERATED VESTING OF EQUITY | | | |
| AWARDS IN A CHANGE IN CONTROL | | | |
| SITUATION, IF PROPERLY PRESENTED AT | | | |
| THE ANNUAL MEETING. | | | |
| 6 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| INDEPENDENCE OF THE BOARD CHAIRMAN, | | | |
| IF PROPERLY PRESENTED AT THE ANNUAL | | | |
| MEETING. | | | | |
Page 16 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
CITIGROUP INC. | | |
| Security | 172967424 | Meeting Type | Annual |
| Ticker Symbol | C | Meeting Date | 17-Apr-2012 |
| ISIN | US1729674242 | Agenda | 933557069 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: FRANZ B. HUMER | Management | For | For |
| 1B | ELECTION OF DIRECTOR: ROBERT L. JOSS | Management | For | For |
| 1C | ELECTION OF DIRECTOR: MICHAEL E. | Management | For | For |
| O'NEILL | | | |
| 1D | ELECTION OF DIRECTOR: VIKRAM S. PANDIT | Management | For | For |
| 1E | ELECTION OF DIRECTOR: LAWRENCE R. | Management | For | For |
| RICCIARDI | | | |
| 1F | ELECTION OF DIRECTOR: JUDITH RODIN | Management | For | For |
| 1G | ELECTION OF DIRECTOR: ROBERT L. RYAN | Management | For | For |
| 1H | ELECTION OF DIRECTOR: ANTHONY M. | Management | For | For |
| SANTOMERO | | | |
| 1I | ELECTION OF DIRECTOR: JOAN E. SPERO | Management | For | For |
| 1J | ELECTION OF DIRECTOR: DIANA L. TAYLOR | Management | For | For |
| 1K | ELECTION OF DIRECTOR: WILLIAM S. | Management | For | For |
| THOMPSON, JR. | | | |
| 1L | ELECTION OF DIRECTOR: ERNESTO | Management | For | For |
| ZEDILLO PONCE DE LEON | | | |
| 2 | PROPOSAL TO RATIFY THE SELECTION OF | Management | For | For |
| KPMG LLP AS CITI'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR 2012. | | | |
| 3 | PROPOSAL TO APPROVE AN AMENDMENT | Management | Against | Against |
| TO THE CITIGROUP 2009 STOCK INCENTIVE | | | |
| PLAN. | | | |
| 4 | ADVISORY APPROVAL OF CITI'S 2011 | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 5 | STOCKHOLDER PROPOSAL REQUESTING A | Shareholder | Against | For |
| REPORT ON PRIOR GOVERNMENTAL | | | |
| SERVICE OF CERTAIN INDIVIDUALS. | | | |
| 6 | STOCKHOLDER PROPOSAL REQUESTING A | Shareholder | Against | For |
| REPORT ON LOBBYING AND POLITICAL | | | |
| CONTRIBUTIONS. | | | |
| 7 | STOCKHOLDER PROPOSAL REQUESTING | Shareholder | Against | For |
| THAT EXECUTIVES RETAIN 25% OF THEIR | | | |
| STOCK FOR ONE YEAR FOLLOWING | | | |
| TERMINATION. | | | |
| 8 | STOCKHOLDER PROPOSAL REQUESTING | Shareholder | Against | For |
| THAT THE AUDIT COMMITTEE CONDUCT AN | | | |
| INDEPENDENT REVIEW AND REPORT ON | | | |
| CONTROLS RELATED TO LOANS, | | | |
| FORECLOSURES, AND SECURITIZATIONS. | | | |
Page 17 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| FIRST HORIZON NATIONAL CORPORATION | | |
| Security | 320517105 | Meeting Type | Annual |
| Ticker Symbol | FHN | Meeting Date | 17-Apr-2012 |
| ISIN | US3205171057 | Agenda | 933559695 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: ROBERT B. | Management | For | For |
| CARTER | | | |
| 1B | ELECTION OF DIRECTOR: JOHN C. | Management | For | For |
| COMPTON | | | |
| 1C | ELECTION OF DIRECTOR: MARK A. EMKES | Management | For | For |
| 1D | ELECTION OF DIRECTOR: VICKY B. GREGG | Management | For | For |
| 1E | ELECTION OF DIRECTOR: JAMES A. HASLAM, | Management | For | For |
| III | | | |
| 1F | ELECTION OF DIRECTOR: D. BRYAN JORDAN | Management | For | For |
| 1G | ELECTION OF DIRECTOR: R. BRAD MARTIN | Management | For | For |
| 1H | ELECTION OF DIRECTOR: SCOTT M. | Management | For | For |
| NISWONGER | | | |
| 1I | ELECTION OF DIRECTOR: VICKI R. PALMER | Management | For | For |
| 1J | ELECTION OF DIRECTOR: COLIN V. REED | Management | For | For |
| 1K | ELECTION OF DIRECTOR: LUKE YANCY III | Management | For | For |
| 2 | APPROVAL OF THE 2003 EQUITY | Management | Against | Against |
| COMPENSATION PLAN, AS PROPOSED TO | | | |
| BE AMENDED AND RESTATED | | | |
| 3 | APPROVAL OF THE 2002 MANAGEMENT | Management | Against | Against |
| INCENTIVE PLAN, AS PROPOSED TO BE | | | |
| AMENDED AND RESTATED | | | |
| 4 | APPROVAL OF AN ADVISORY RESOLUTION | Management | For | For |
| TO APPROVE EXECUTIVE COMPENSATION | | | |
| 5 | RATIFICATION OF APPOINTMENT OF KPMG | Management | For | For |
| LLP AS AUDITORS | | | |
| DISCOVER FINANCIAL SERVICES | | |
| Security | 254709108 | Meeting Type | Annual |
| Ticker Symbol | DFS | Meeting Date | 18-Apr-2012 |
| ISIN | US2547091080 | Agenda | 933557247 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: JEFFREY S. | Management | For | For |
| ARONIN | | | |
| 1B | ELECTION OF DIRECTOR: MARY K. BUSH | Management | For | For |
| 1C | ELECTION OF DIRECTOR: GREGORY C. | Management | For | For |
| CASE | | | |
| 1D | ELECTION OF DIRECTOR: ROBERT M. | Management | For | For |
| DEVLIN | | | |
| 1E | ELECTION OF DIRECTOR: CYNTHIA A. | Management | For | For |
| GLASSMAN | | | |
| 1F | ELECTION OF DIRECTOR: RICHARD H. | Management | For | For |
| LENNY | | | |
| 1G | ELECTION OF DIRECTOR: THOMAS G. | Management | For | For |
| MAHERAS | | | |
| 1H | ELECTION OF DIRECTOR: MICHAEL H. | Management | For | For |
| MOSKOW | | | |
| 1I | ELECTION OF DIRECTOR: DAVID W. NELMS | Management | For | For |
| 1J | ELECTION OF DIRECTOR: E. FOLLIN SMITH | Management | For | For |
| 1K | ELECTION OF DIRECTOR: LAWRENCE A. | Management | For | For |
| WEINBACH | | | |
| 2 | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 3 | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM. | | | |
Page 18 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
HANESBRANDS INC. | | |
| Security | 410345102 | Meeting Type | Annual |
| Ticker Symbol | HBI | Meeting Date | 24-Apr-2012 |
| ISIN | US4103451021 | Agenda | 933554619 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | LEE A. CHADEN | | For | For |
| 2 | BOBBY J. GRIFFIN | | For | For |
| 3 | JAMES C. JOHNSON | | For | For |
| 4 | JESSICA T. MATHEWS | | For | For |
| 5 | J. PATRICK MULCAHY | | For | For |
| 6 | RONALD L. NELSON | | For | For |
| 7 | RICHARD A. NOLL | | For | For |
| 8 | ANDREW J. SCHINDLER | | For | For |
| 9 | ANN E. ZIEGLER | | For | For |
| 2 | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| HANESBRANDS' INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR HANESBRANDS' 2012 FISCAL YEAR | | | |
| 3 | TO APPROVE, BY A NON-BINDING, | Management | Against | Against |
| ADVISORY VOTE, EXECUTIVE | | | |
| COMPENSATION AS DESCRIBED IN THE | | | |
| PROXY STATEMENT FOR THE ANNUAL | | | |
| MEETING | | | | |
| ASSOCIATED BANC-CORP | | |
| Security | 045487105 | Meeting Type | Annual |
| Ticker Symbol | ASBC | Meeting Date | 24-Apr-2012 |
| ISIN | US0454871056 | Agenda | 933558718 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | JOHN F. BERGSTROM | | For | For |
| 2 | RUTH M. CROWLEY | | For | For |
| 3 | PHILIP B. FLYNN | | For | For |
| 4 | RONALD R. HARDER | | For | For |
| 5 | WILLIAM R. HUTCHINSON | | For | For |
| 6 | ROBERT A. JEFFE | | For | For |
| 7 | EILEEN A. KAMERICK | | For | For |
| 8 | RICHARD T. LOMMEN | | For | For |
| 9 | J. DOUGLAS QUICK | | For | For |
| 10 | JOHN C. SERAMUR | | For | For |
| 11 | KAREN T. VAN LITH | | For | For |
| 12 | JOHN (JAY) B. WILLIAMS | | For | For |
| 2 | THE AMENDMENT OF THE AMENDED AND | Management | For | For |
| RESTATED ARTICLES OF INCORPORATION | | | |
| OF ASSOCIATED BANC-CORP REGARDING | | | |
| THE RIGHTS AND PREFERENCES OF | | | |
| PREFERRED STOCK. | | | |
| 3 | ADVISORY APPROVAL OF ASSOCIATED | Management | For | For |
| BANC-CORP'S NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 4 | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | For |
| ADVISORY APPROVAL OF ASSOCIATED | | | |
| BANC-CORP'S NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 5 | THE RATIFICATION OF THE SELECTION OF | Management | For | For |
| KPMG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR ASSOCIATED BANC-CORP FOR THE | | | |
| YEAR ENDING DECEMBER 31, 2012. | | | |
Page 19 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| THE PNC FINANCIAL SERVICES GROUP, INC. | | |
| Security | 693475105 | Meeting Type | Annual |
| Ticker Symbol | PNC | Meeting Date | 24-Apr-2012 |
| ISIN | US6934751057 | Agenda | 933563783 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: RICHARD O. | Management | For | For |
| BERNDT | | | |
| 1B | ELECTION OF DIRECTOR: CHARLES E. | Management | For | For |
| BUNCH | | | |
| 1C | ELECTION OF DIRECTOR: PAUL W. | Management | For | For |
| CHELLGREN | | | |
| 1D | ELECTION OF DIRECTOR: KAY COLES | Management | For | For |
| JAMES | | | |
| 1E | ELECTION OF DIRECTOR: RICHARD B. | Management | For | For |
| KELSON | | | |
| 1F | ELECTION OF DIRECTOR: BRUCE C. | Management | For | For |
| LINDSAY | | | |
| 1G | ELECTION OF DIRECTOR: ANTHONY A. | Management | For | For |
| MASSARO | | | |
| 1H | ELECTION OF DIRECTOR: JANE G. PEPPER | Management | For | For |
| 1I | ELECTION OF DIRECTOR: JAMES E. ROHR | Management | For | For |
| 1J | ELECTION OF DIRECTOR: DONALD J. | Management | For | For |
| SHEPARD | | | |
| 1K | ELECTION OF DIRECTOR: LORENE K. | Management | For | For |
| STEFFES | | | |
| 1L | ELECTION OF DIRECTOR: DENNIS F. STRIGL | Management | For | For |
| 1M | ELECTION OF DIRECTOR: THOMAS J. USHER | Management | For | For |
| 1N | ELECTION OF DIRECTOR: GEORGE H. | Management | For | For |
| WALLS, JR. | | | |
| 1O | ELECTION OF DIRECTOR: HELGE H. | Management | For | For |
| WEHMEIER | | | |
| 2 | RATIFICATION OF THE AUDIT COMMITTEE'S | Management | For | For |
| SELECTION OF PRICEWATERHOUSECOOPERS LLP AS | | | |
| PNC'S INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2012. | | | |
| 3 | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| GENERAL ELECTRIC COMPANY | | |
| Security | 369604103 | Meeting Type | Annual |
| Ticker Symbol | GE | Meeting Date | 25-Apr-2012 |
| ISIN | US3696041033 | Agenda | 933564951 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| A1 | ELECTION OF DIRECTOR: W. GEOFFREY | Management | For | For |
| BEATTIE | | | |
| A2 | ELECTION OF DIRECTOR: JAMES I. CASH, | Management | For | For |
| JR. | | | |
| A3 | ELECTION OF DIRECTOR: ANN M. FUDGE | Management | For | For |
| A4 | ELECTION OF DIRECTOR: SUSAN | Management | For | For |
| HOCKFIELD | | | |
| A5 | ELECTION OF DIRECTOR: JEFFREY R. | Management | For | For |
| IMMELT | | | |
| A6 | ELECTION OF DIRECTOR: ANDREA JUNG | Management | For | For |
| A7 | ELECTION OF DIRECTOR: ALAN G. (A.G.) | Management | For | For |
| LAFLEY | | | |
| A8 | ELECTION OF DIRECTOR: ROBERT W. LANE | Management | For | For |
| A9 | ELECTION OF DIRECTOR: RALPH S. LARSEN | Management | For | For |
| A10 | ELECTION OF DIRECTOR: ROCHELLE B. | Management | For | For |
| LAZARUS | | | |
| A11 | ELECTION OF DIRECTOR: JAMES J. MULVA | Management | For | For |
| A12 | ELECTION OF DIRECTOR: SAM NUNN | Management | For | For |
| A13 | ELECTION OF DIRECTOR: ROGER S. PENSKE | Management | For | For |
| A14 | ELECTION OF DIRECTOR: ROBERT J. | Management | For | For |
| SWIERINGA | | | |
| A15 | ELECTION OF DIRECTOR: JAMES S. TISCH | Management | For | For |
| A16 | ELECTION OF DIRECTOR: DOUGLAS A. | Management | For | For |
| WARNER III | | | |
| B1 | RATIFICATION OF SELECTION OF | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM | | | |
| B2 | ADVISORY RESOLUTION TO APPROVE | Management | Against | Against |
| EXECUTIVE COMPENSATION | | | |
| B3 | APPROVAL OF AN AMENDMENT TO THE GE | Management | For | For |
| 2007 LONG-TERM INCENTIVE PLAN TO | | | |
| INCREASE THE NUMBER OF AUTHORIZED | | | |
| SHARES | | | |
| B4 | APPROVAL OF THE MATERIAL TERMS OF | Management | For | For |
| SENIOR OFFICER PERFORMANCE GOALS | | | |
| C1 | CUMULATIVE VOTING | Shareholder | For | Against |
| C2 | NUCLEAR ACTIVITIES | Shareholder | Against | For |
| C3 | INDEPENDENT BOARD CHAIRMAN | Shareholder | Against | For |
| C4 | SHAREOWNER ACTION BY WRITTEN | Shareholder | Against | For |
| CONSENT | | | |
Page 20 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| DIAMONDROCK HOSPITALITY CO | | |
| Security | 252784301 | Meeting Type | Annual |
| Ticker Symbol | DRH | Meeting Date | 25-Apr-2012 |
| ISIN | US2527843013 | Agenda | 933566993 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | WILLIAM W. MCCARTEN | | For | For |
| 2 | DANIEL J. ALTOBELLO | | For | For |
| 3 | W. ROBERT GRAFTON | | For | For |
| 4 | MAUREEN L. MCAVEY | | For | For |
| 5 | GILBERT T. RAY | | For | For |
| 6 | JOHN L. WILLIAMS | | For | For |
| 7 | MARK W. BRUGGER | | For | For |
| 2 | TO APPROVE, ON A NON-BINDING, | Management | For | For |
| ADVISORY BASIS, THE COMPENSATION OF | | | |
| THE NAMED EXECUTIVE OFFICERS, AS | | | |
| DISCLOSED IN THE PROXY STATEMENT. | | | |
| 3 | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE INDEPENDENT AUDITORS FOR | | | |
| DIAMONDROCK HOSPITALITY COMPANY | | | |
| FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2012 | | | | |
| ENCANA CORPORATION | | |
| Security | 292505104 | Meeting Type | Annual |
| Ticker Symbol | ECA | Meeting Date | 25-Apr-2012 |
| ISIN | CA2925051047 | Agenda | 933575435 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | PETER A. DEA | | For | For |
| 2 | RANDALL K. ERESMAN | | For | For |
| 3 | CLAIRE S. FARLEY | | For | For |
| 4 | FRED J. FOWLER | | For | For |
| 5 | SUZANNE P. NIMOCKS | | For | For |
| 6 | DAVID P. O'BRIEN | | For | For |
| 7 | JANE L. PEVERETT | | For | For |
| 8 | ALLAN P. SAWIN | | For | For |
| 9 | BRUCE G. WATERMAN | | For | For |
| 10 | CLAYTON H. WOITAS | | For | For |
| 2 | APPOINTMENT OF AUDITOR - | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AT A | | | |
| REMUNERATION TO BE FIXED BY THE | | | |
| BOARD OF DIRECTORS. | | | |
| 3 | ADVISORY VOTE APPROVING THE | Management | For | For |
| CORPORATION'S APPROACH TO EXECUTIVE | | | |
| COMPENSATION. | | | |
Page 21 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| JOHNSON & JOHNSON | | |
| Security | 478160104 | Meeting Type | Annual |
| Ticker Symbol | JNJ | Meeting Date | 26-Apr-2012 |
| ISIN | US4781601046 | Agenda | 933562301 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: MARY SUE | Management | For | For |
| COLEMAN | | | |
| 1B | ELECTION OF DIRECTOR: JAMES G. CULLEN | Management | For | For |
| 1C | ELECTION OF DIRECTOR: IAN E.L. DAVIS | Management | For | For |
| 1D | ELECTION OF DIRECTOR: ALEX GORSKY | Management | For | For |
| 1E | ELECTION OF DIRECTOR: MICHAEL M.E. | Management | For | For |
| JOHNS | | | |
| 1F | ELECTION OF DIRECTOR: SUSAN L. | Management | For | For |
| LINDQUIST | | | |
| 1G | ELECTION OF DIRECTOR: ANNE M. | Management | For | For |
| MULCAHY | | | |
| 1H | ELECTION OF DIRECTOR: LEO F. MULLIN | Management | For | For |
| 1I | ELECTION OF DIRECTOR: WILLIAM D. PEREZ | Management | For | For |
| 1J | ELECTION OF DIRECTOR: CHARLES PRINCE | Management | For | For |
| 1K | ELECTION OF DIRECTOR: DAVID SATCHER | Management | For | For |
| 1L | ELECTION OF DIRECTOR: WILLIAM C. | Management | For | For |
| WELDON | | | |
| 1M | ELECTION OF DIRECTOR: RONALD A. | Management | For | For |
| WILLIAMS | | | |
| 2 | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION | | | |
| 3 | APPROVAL OF THE COMPANY'S 2012 LONG- | Management | Against | Against |
| TERM INCENTIVE PLAN | | | |
| 4 | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2012 | | | |
| 5 | SHAREHOLDER PROPOSAL ON | Shareholder | Against | For |
| INDEPENDENT BOARD CHAIRMAN | | | |
| 6 | SHAREHOLDER PROPOSAL ON BINDING | Shareholder | Against | For |
| VOTE ON POLITICAL CONTRIBUTIONS | | | |
| 7 | SHAREHOLDER PROPOSAL ON ADOPTING | Shareholder | Against | For |
| NON-ANIMAL METHODS FOR TRAINING | | | |
| LOCKHEED MARTIN CORPORATION | | |
| Security | 539830109 | Meeting Type | Annual |
| Ticker Symbol | LMT | Meeting Date | 26-Apr-2012 |
| ISIN | US5398301094 | Agenda | 933564165 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: NOLAN D. | Management | For | For |
| ARCHIBALD | | | |
| 1B | ELECTION OF DIRECTOR: ROSALIND G. | Management | For | For |
| BREWER | | | |
| 1C | ELECTION OF DIRECTOR: DAVID B. BURRITT | Management | For | For |
| 1D | ELECTION OF DIRECTOR: JAMES O. ELLIS, | Management | For | For |
| JR. | | | |
| 1E | ELECTION OF DIRECTOR: THOMAS J. FALK | Management | For | For |
| 1F | ELECTION OF DIRECTOR: GWENDOLYN S. | Management | For | For |
| KING | | | |
| 1G | ELECTION OF DIRECTOR: JAMES M. LOY | Management | For | For |
| 1H | ELECTION OF DIRECTOR: DOUGLAS H. | Management | For | For |
| MCCORKINDALE | | | |
| 1I | ELECTION OF DIRECTOR: JOSEPH W. | Management | For | For |
| RALSTON | | | |
| 1J | ELECTION OF DIRECTOR: ANNE STEVENS | Management | For | For |
| 1K | ELECTION OF DIRECTOR: ROBERT J. | Management | For | For |
| STEVENS | | | |
| 2 | RATIFICATION OF APPOINTMENT OF ERNST | Management | For | For |
| & YOUNG LLP AS INDEPENDENT AUDITORS | | | |
| 3 | ADVISORY VOTE TO APPROVE THE | Management | Against | Against |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS | | | |
| 4 | STOCKHOLDER PROPOSAL: ADOPT A | Shareholder | Against | For |
| POLICY THAT REQUIRES THE BOARD | | | |
| CHAIRMAN TO BE AN INDEPENDENT | | | |
| DIRECTOR | | | |
Page 22 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| EBAY INC. | | |
| Security | 278642103 | Meeting Type | Annual |
| Ticker Symbol | EBAY | Meeting Date | 26-Apr-2012 |
| ISIN | US2786421030 | Agenda | 933573760 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: MARC L. | Management | For | For |
| ANDREESSEN | | | |
| 1B | ELECTION OF DIRECTOR: WILLIAM C. FORD, | Management | For | For |
| JR. | | | |
| 1C | ELECTION OF DIRECTOR: DAWN G. LEPORE | Management | For | For |
| 1D | ELECTION OF DIRECTOR: KATHLEEN C. | Management | For | For |
| MITIC | | | |
| 1E | ELECTION OF DIRECTOR: PIERRE M. | Management | For | For |
| OMIDYAR | | | |
| 2 | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | Against | Against |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS | | | |
| 3 | APPROVE AMENDMENT & RESTATEMENT OF | Management | For | For |
| 2008 EQUITY INCENTIVE AWARD PLAN, | | | |
| INCLUDING AN AMENDMENT TO INCREASE | | | |
| THE AGGREGATE NUMBER OF SHARES | | | |
| AUTHORIZED FOR ISSUANCE UNDER PLAN | | | |
| BY 16.5 MILLION SHARES | | | |
| 4 | TO APPROVE OUR EMPLOYEE STOCK | Management | For | For |
| PURCHASE PLAN. | | | |
| 5 | TO ADOPT AND APPROVE AN AMENDMENT | Management | For | For |
| TO OUR AMENDED AND RESTATED | | | |
| CERTIFICATE OF INCORPORATION TO | | | |
| DECLASSIFY OUR BOARD OF DIRECTORS | | | |
| AND PROVIDE FOR THE ANNUAL ELECTION | | | |
| OF DIRECTORS. | | | |
| 6 | AMENDMENT TO OUR AMENDED & | Management | For | For |
| RESTATED CERTIFICATE OF | | | |
| INCORPORATION TO PROVIDE | | | |
| STOCKHOLDERS WITH THE RIGHT TO CALL | | | |
| A SPECIAL MEETING | | | |
| 7 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT AUDITORS FOR OUR FISCAL | | | |
| YEAR ENDING DECEMBER 31, 2012 | | | |
| ABB LTD | | |
| Security | 000375204 | Meeting Type | Annual |
| Ticker Symbol | ABB | Meeting Date | 26-Apr-2012 |
| ISIN | US0003752047 | Agenda | 933583381 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 2.1 | APPROVAL OF THE ANNUAL REPORT, THE | Management | For | For |
| CONSOLIDATED FINANCIAL STATEMENTS, | | | |
| AND THE ANNUAL FINANCIAL STATEMENTS | | | |
| FOR 2011 | | | |
| 2.2 | CONSULTATIVE VOTE ON THE 2011 | Management | For | For |
| REMUNERATION REPORT | | | |
| 3 | DISCHARGE OF THE BOARD OF DIRECTORS | Management | For | For |
| AND THE PERSONS ENTRUSTED WITH | | | |
| MANAGEMENT | | | |
| 4 | APPROPRIATION OF AVAILABLE EARNINGS | Management | For | For |
| AND DISTRIBUTION OF CAPITAL | | | |
| CONTRIBUTION RESERVE | | | |
| 5.1 | RE-ELECTION TO THE BOARD OF DIRECTOR: | Management | For | For |
| ROGER AGNELLI | | | |
| 5.2 | RE-ELECTION TO THE BOARD OF DIRECTOR: | Management | For | For |
| LOUIS R. HUGHES | | | |
| 5.3 | RE-ELECTION TO THE BOARD OF DIRECTOR: | Management | For | For |
| HANS ULRICH MARKI | | | |
| 5.4 | RE-ELECTION TO THE BOARD OF DIRECTOR: | Management | For | For |
| MICHEL DE ROSEN | | | |
| 5.5 | RE-ELECTION TO THE BOARD OF DIRECTOR: | Management | For | For |
| MICHAEL TRESCHOW | | | |
| 5.6 | RE-ELECTION TO THE BOARD OF DIRECTOR: | Management | For | For |
| JACOB WALLENBERG | | | |
| 5.7 | RE-ELECTION TO THE BOARD OF DIRECTOR: | Management | For | For |
| YING YEH | | | |
| 5.8 | RE-ELECTION TO THE BOARD OF DIRECTOR: | Management | For | For |
| HUBERTUS VON GRUNBERG | | | |
| 6 | RE-ELECTION OF THE AUDITORS | Management | For | For |
Page 23 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| AMERICAN EXPRESS COMPANY | | |
| Security | 025816109 | Meeting Type | Annual |
| Ticker Symbol | AXP | Meeting Date | 30-Apr-2012 |
| ISIN | US0258161092 | Agenda | 933566094 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | C. BARSHEFSKY | | For | For |
| 2 | U.M. BURNS | | For | For |
| 3 | K.I. CHENAULT | | For | For |
| 4 | P. CHERNIN | | For | For |
| 5 | T.J. LEONSIS | | For | For |
| 6 | J. LESCHLY | | For | For |
| 7 | R.C. LEVIN | | For | For |
| 8 | R.A. MCGINN | | For | For |
| 9 | E.D. MILLER | | For | For |
| 10 | S.S REINEMUND | | For | For |
| 11 | R.D. WALTER | | For | For |
| 12 | R.A. WILLIAMS | | For | For |
| 2 | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2012. | | | |
| 3 | ADVISORY RESOLUTION TO APPROVE | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 4 | APPROVAL OF PERFORMANCE GOALS AND | Management | For | For |
| AWARD LIMITS UNDER 2007 INCENTIVE | | | |
| COMPENSATION PLAN. | | | |
| 5 | SHAREHOLDER PROPOSAL RELATING TO | Shareholder | For | Against |
| CUMULATIVE VOTING FOR DIRECTORS. | | | |
| 6 | SHAREHOLDER PROPOSAL RELATING TO | Shareholder | Against | For |
| SEPARATION OF CHAIRMAN AND CEO | | | |
| ROLES. | | | | |
| EMC CORPORATION | | |
| Security | 268648102 | Meeting Type | Annual |
| Ticker Symbol | EMC | Meeting Date | 01-May-2012 |
| ISIN | US2686481027 | Agenda | 933561501 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: MICHAEL W. | Management | For | For |
| BROWN | | | |
| 1B | ELECTION OF DIRECTOR: RANDOLPH L. | Management | For | For |
| COWEN | | | |
| 1C | ELECTION OF DIRECTOR: GAIL DEEGAN | Management | For | For |
| 1D | ELECTION OF DIRECTOR: JAMES S. | Management | For | For |
| DISTASIO | | | |
| 1E | ELECTION OF DIRECTOR: JOHN R. EGAN | Management | For | For |
| 1F | ELECTION OF DIRECTOR: EDMUND F. KELLY | Management | For | For |
| 1G | ELECTION OF DIRECTOR: WINDLE B. PRIEM | Management | For | For |
| 1H | ELECTION OF DIRECTOR: PAUL SAGAN | Management | For | For |
| 1I | ELECTION OF DIRECTOR: DAVID N. STROHM | Management | For | For |
| 1J | ELECTION OF DIRECTOR: JOSEPH M. TUCCI | Management | For | For |
| 2 | RATIFICATION OF THE SELECTION BY THE | Management | For | For |
| AUDIT COMMITTEE OF | | | |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| EMC'S INDEPENDENT AUDITORS FOR THE | | | |
| FISCAL YEAR ENDING DECEMBER 31, 2012, | | | |
| AS DESCRIBED IN EMC'S PROXY | | | |
| STATEMENT. | | | |
| 3 | ADVISORY APPROVAL OF OUR EXECUTIVE | Management | For | For |
| COMPENSATION, AS DESCRIBED IN EMC'S | | | |
| PROXY STATEMENT. | | | |
Page 24 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| MSCI INC. | | |
| Security | 55354G100 | Meeting Type | Annual |
| Ticker Symbol | MSCI | Meeting Date | 02-May-2012 |
| ISIN | US55354G1004 | Agenda | 933565686 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1.1 | ELECTION OF DIRECTOR: BENJAMIN F. | Management | For | For |
| DUPONT | | | |
| 1.2 | ELECTION OF DIRECTOR: HENRY A. | Management | For | For |
| FERNANDEZ | | | |
| 1.3 | ELECTION OF DIRECTOR: ALICE W. HANDY | Management | For | For |
|
| 1.4 | ELECTION OF DIRECTOR: CATHERINE R. | Management | For | For |
| KINNEY | | | |
| 1.5 | ELECTION OF DIRECTOR: LINDA H. RIEFLER | Management | For | For |
|
| 1.6 | ELECTION OF DIRECTOR: GEORGE W. | Management | For | For |
| SIGULER | | | |
| 1.7 | ELECTION OF DIRECTOR: PATRICK TIERNEY | Management | For | For |
|
| 1.8 | ELECTION OF DIRECTOR: RODOLPHE M. | Management | For | For |
| VALLEE | | | |
| 2 | TO APPROVE, BY NON-BINDING VOTE, OUR | Management | For | For |
| EXECUTIVE COMPENSATION, AS | | | |
| DESCRIBED IN THESE PROXY MATERIALS. | | | |
| 3 | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS INDEPENDENT AUDITOR. | | | |
| 4 | TO AMEND OUR AMENDED AND RESTATED | Management | For | For |
| CERTIFICATE OF INCORPORATION TO | | | |
| ELIMINATE THE AUTHORIZED SHARES OF | | | |
| CLASS B COMMON STOCK, INCREASE THE | | | |
| TOTAL NUMBER OF AUTHORIZED SHARES | | | |
| OF CLASS A COMMON STOCK, REFER TO | | | |
| THE CLASS A COMMON STOCK AS | | | |
| "COMMON STOCK" AND MAKE CERTAIN | | | |
| OTHER CONFORMING CHANGES. | | | |
| PEPSICO, INC. | | |
| Security | 713448108 | Meeting Type | Annual |
| Ticker Symbol | PEP | Meeting Date | 02-May-2012 |
| ISIN | US7134481081 | Agenda | 933566842 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: S.L. BROWN | Management | For | For |
| 1B | ELECTION OF DIRECTOR: I.M. COOK | Management | For | For |
| 1C | ELECTION OF DIRECTOR: D. DUBLON | Management | For | For |
| 1D | ELECTION OF DIRECTOR: V.J. DZAU | Management | For | For |
| 1E | ELECTION OF DIRECTOR: R.L. HUNT | Management | For | For |
| 1F | ELECTION OF DIRECTOR: A. IBARGUEN | Management | For | For |
| 1G | ELECTION OF DIRECTOR: I.K. NOOYI | Management | For | For |
| 1H | ELECTION OF DIRECTOR: S.P. | Management | For | For |
| ROCKEFELLER | | | |
| 1I | ELECTION OF DIRECTOR: J.J. SCHIRO | Management | For | For |
| 1J | ELECTION OF DIRECTOR: L.G. TROTTER | Management | For | For |
| 1K | ELECTION OF DIRECTOR: D. VASELLA | Management | For | For |
| 1L | ELECTION OF DIRECTOR: A. WEISSER | Management | For | For |
| 2 | RATIFY THE APPOINTMENT KPMG LLP AS | Management | For | For |
| OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR FISCAL YEAR 2012. | | | |
| 3 | APPROVAL, BY NON-BINDING VOTE, OF | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 4 | RE-APPROVAL OF THE PERFORMANCE | Management | For | For |
| MEASURES UNDER OUR 2007 LONG-TERM | | | |
| INCENTIVE PLAN. | | | |
| 5 | SHAREHOLDER PROPOSAL - LOBBYING | Shareholder | Against | For |
| PRACTICES REPORT. | | | |
| 6 | SHAREHOLDER PROPOSAL - FORMATION OF | Shareholder | Against | For |
| RISK OVERSIGHT COMMITTEE. | | | |
| 7 | SHAREHOLDER PROPOSAL - CHAIRMAN OF | Shareholder | Against | For |
| THE BOARD SHALL BE AN INDEPENDENT | | | |
| DIRECTOR. | | | |
Page 25 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| BRUNSWICK CORPORATION | | |
| Security | 117043109 | Meeting Type | Annual |
| Ticker Symbol | BC | Meeting Date | 02-May-2012 |
| ISIN | US1170431092 | Agenda | 933568973 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1.1 | ELECTION OF DIRECTOR: ANNE E. BELEC | Management | For | For |
| 1.2 | ELECTION OF DIRECTOR: MANUEL A. | Management | For | For |
| FERNANDEZ | | | |
| 1.3 | ELECTION OF DIRECTOR: J. STEVEN | Management | For | For |
| WHISLER | | | |
| 2 | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 3 | THE RATIFICATION OF THE APPOINTMENT | Management | For | For |
| OF ERNST & YOUNG LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE FISCAL | | | |
| YEAR ENDING DECEMBER 31, 2012. | | | |
HESS CORPORATION | | |
| Security | 42809H107 | Meeting Type | Annual |
| Ticker Symbol | HES | Meeting Date | 02-May-2012 |
| ISIN | US42809H1077 | Agenda | 933570699 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1.1 | ELECTION OF DIRECTOR: J.B. HESS | Management | For | For |
| 1.2 | ELECTION OF DIRECTOR: S.W. BODMAN | Management | For | For |
| 1.3 | ELECTION OF DIRECTOR: R. LAVIZZO | Management | For | For |
| MOUREY | | | |
| 1.4 | ELECTION OF DIRECTOR: C.G. MATTHEWS | Management | For | For |
| 1.5 | ELECTION OF DIRECTOR: E.H. VON | Management | For | For |
| METZSCH | | | |
| 2 | RATIFICATION OF THE SELECTION OF | Management | For | For |
| ERNST & YOUNG LLP AS INDEPENDENT | | | |
| AUDITORS FOR FISCAL YEAR ENDING | | | |
| DECEMBER 31, 2012. | | | |
| 3 | ADVISORY APPROVAL OF THE | Management | Against | Against |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4 | APPROVAL OF AN AMENDMENT TO THE 2008 | Management | For | For |
| LONG-TERM INCENTIVE PLAN. | | | |
| 5 | STOCKHOLDER PROPOSAL | Shareholder | For | N/A |
| RECOMMENDING THAT THE BOARD OF | | | |
| DIRECTORS TAKE ACTION TO DECLASSIFY | | | |
| THE BOARD. | | | |
Page 26 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| ST. JUDE MEDICAL, INC. | | |
| Security | 790849103 | Meeting Type | Annual |
| Ticker Symbol | STJ | Meeting Date | 03-May-2012 |
| ISIN | US7908491035 | Agenda | 933566854 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: JOHN W. BROWN | Management | For | For |
| 1B | ELECTION OF DIRECTOR: DANIEL J. STARKS | Management | For | For |
| 2 | TO APPROVE AMENDMENTS TO THE 2007 | Management | For | For |
| EMPLOYEE STOCK PURCHASE PLAN. | | | |
| 3 | TO APPROVE AMENDMENTS TO OUR | Management | For | For |
| ARTICLES OF INCORPORATION AND | | | |
| BYLAWS TO DECLASSIFY OUR BOARD OF | | | |
| DIRECTORS. | | | |
| 4 | ADVISORY VOTE TO APPROVE | Management | For | For |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 5 | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR 2012. | | | |
| ILLINOIS TOOL WORKS INC. | | |
| Security | 452308109 | Meeting Type | Annual |
| Ticker Symbol | ITW | Meeting Date | 04-May-2012 |
| ISIN | US4523081093 | Agenda | 933565888 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: DANIEL J. BRUTTO | Management | For | For |
| 1B | ELECTION OF DIRECTOR: SUSAN CROWN | Management | For | For |
| 1C | ELECTION OF DIRECTOR: DON H. DAVIS, JR. | Management | For | For |
| 1D | ELECTION OF DIRECTOR: JAMES W. | Management | For | For |
| GRIFFITH | | | |
| 1E | ELECTION OF DIRECTOR: ROBERT C. | Management | For | For |
| MCCORMACK | | | |
| 1F | ELECTION OF DIRECTOR: ROBERT S. | Management | For | For |
| MORRISON | | | |
| 1G | ELECTION OF DIRECTOR: JAMES A. | Management | For | For |
| SKINNER | | | |
| 1H | ELECTION OF DIRECTOR: DAVID B. SMITH, | Management | For | For |
| JR. | | | |
| 1I | ELECTION OF DIRECTOR: DAVID B. SPEER | Management | For | For |
| 1J | ELECTION OF DIRECTOR: PAMELA B. | Management | For | For |
| STROBEL | | | |
| 1K | ELECTION OF DIRECTOR: KEVIN M. WARREN | Management | For | For |
| 1L | ELECTION OF DIRECTOR: ANRE D. WILLIAMS | Management | For | For |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS ITW'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2012. | | | |
| 3 | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
Page 27 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| LKQ CORPORATION | | |
| Security | 501889208 | Meeting Type | Annual |
| Ticker Symbol | LKQX | Meeting Date | 07-May-2012 |
| ISIN | US5018892084 | Agenda | 933566436 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | A. CLINTON ALLEN | | For | For |
| 2 | KEVIN F. FLYNN | | For | For |
| 3 | RONALD G. FOSTER | | For | For |
| 4 | JOSEPH M. HOLSTEN | | For | For |
| 5 | BLYTHE J. MCGARVIE | | For | For |
| 6 | PAUL M. MEISTER | | For | For |
| 7 | JOHN F. O'BRIEN | | For | For |
| 8 | ROBERT L. WAGMAN | | For | For |
| 9 | WILLIAM M. WEBSTER, IV | | For | For |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM OF LKQ CORPORATION | | | |
| FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2012. | | | | |
| 3 | APPROVAL OF AN AMENDMENT TO THE LKQ | Management | For | For |
| CORPORATION 1998 EQUITY INCENTIVE | | | |
| PLAN TO EXPLICITLY ALLOW PARTICIPATION | | | |
| BY NON-EMPLOYEE DIRECTORS AND TO | | | |
| INCREASE THE NUMBER OF SHARES OF | | | |
| LKQ COMMON STOCK AVAILABLE FOR | | | |
| ISSUANCE UNDER THE PLAN BY 544,417, AS | | | |
| DESCRIBED IN THE PROXY STATEMENT FOR | | | |
| THE ANNUAL MEETING. | | | |
| 4 | APPROVAL OF AN AMENDMENT TO THE LKQ | Management | For | For |
| CORPORATION LONG TERM INCENTIVE | | | |
| PLAN TO ALLOW ADJUSTMENTS TO THE | | | |
| TARGET GOALS THEREUNDER DUE TO | | | |
| UNUSUAL, ATYPICAL OR NON-RECURRING | | | |
| ITEMS, AS DESCRIBED IN THE PROXY | | | |
| STATEMENT FOR THE ANNUAL MEETING. | | | |
| 5 | APPROVAL, ON AN ADVISORY BASIS, OF | Management | For | For |
| THE COMPENSATION OF THE NAMED | | | |
| EXECUTIVE OFFICERS OF LKQ | | | |
| CORPORATION. | | | |
| AFLAC INCORPORATED | | |
| Security | 001055102 | Meeting Type | Annual |
| Ticker Symbol | AFL | Meeting Date | 07-May-2012 |
| ISIN | US0010551028 | Agenda | 933570358 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: DANIEL P. AMOS | Management | For | For |
| 1B | ELECTION OF DIRECTOR: JOHN SHELBY | Management | For | For |
| AMOS II | | | |
| 1C | ELECTION OF DIRECTOR: PAUL S. AMOS II | Management | For | For |
| 1D | ELECTION OF DIRECTOR: KRISS CLONINGER | Management | For | For |
| III | | | |
| 1E | ELECTION OF DIRECTOR: ELIZABETH J. | Management | For | For |
| HUDSON | | | |
| 1F | ELECTION OF DIRECTOR: DOUGLAS W. | Management | For | For |
| JOHNSON | | | |
| 1G | ELECTION OF DIRECTOR: ROBERT B. | Management | For | For |
| JOHNSON | | | |
| 1H | ELECTION OF DIRECTOR: CHARLES B. | Management | For | For |
| KNAPP | | | |
| 1I | ELECTION OF DIRECTOR: E. STEPHEN | Management | For | For |
| PURDOM, M.D. | | | |
| 1J | ELECTION OF DIRECTOR: BARBARA K. | Management | For | For |
| RIMER, DRPH | | | |
| 1K | ELECTION OF DIRECTOR: MARVIN R. | Management | For | For |
| SCHUSTER | | | |
| 1L | ELECTION OF DIRECTOR: MELVIN T. STITH | Management | For | For |
| 1M | ELECTION OF DIRECTOR: DAVID GARY | Management | For | For |
| THOMPSON | | | |
| 1N | ELECTION OF DIRECTOR: TAKURO YOSHIDA | Management | For | For |
| 2 | TO CONSIDER THE FOLLOWING NON- | Management | Against | Against |
| BINDING ADVISORY PROPOSAL: | | | |
| "RESOLVED, THAT THE SHAREHOLDERS | | | |
| APPROVE THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS, | | | |
| AS DESCRIBED N THE COMPENSATION | | | |
| DISCUSSION AND ANALYSIS, EXECUTIVE | | | |
| COMPENSATION TABLES AND | | | |
| ACCOMPANYING NARRATIVE DISCLOSURE | | | |
| IN THE PROXY STATEMENT. | | | |
| 3 | TO CONSIDER AND ADOPT AN AMENDED | Management | For | For |
| AND RESTATED 2004 AFLAC | | | |
| INCORPORATED LONG-TERM INCENTIVE | | | |
| PLAN ("LTIP"), WITH NO ADDITIONAL SHARES | | | |
| AUTHORIZED UNDER THE LTIP. | | | |
| 4 | TO CONSIDER AND ADOPT AN AMENDED | Management | For | For |
| AND RESTATED 2013 MANAGEMENT | | | |
| INCENTIVE PLAN. | | | |
| 5 | RATIFICATION OF APPOINTMENT OF KPMG | Management | For | For |
| LLP AS INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM OF THE COMPANY FOR | | | |
| THE YEAR ENDING DECEMBER 31, 2012. | | | |
Page 28 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| 3M COMPANY | | |
| Security | 88579Y101 | Meeting Type | Annual |
| Ticker Symbol | MMM | Meeting Date | 08-May-2012 |
| ISIN | US88579Y1010 | Agenda | 933562185 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: LINDA G. | Management | For | For |
| ALVARADO | | | |
| 1B | ELECTION OF DIRECTOR: VANCE D. | Management | For | For |
| COFFMAN | | | |
| 1C | ELECTION OF DIRECTOR: MICHAEL L. | Management | For | For |
| ESKEW | | | |
| 1D | ELECTION OF DIRECTOR: W. JAMES | Management | For | For |
| FARRELL | | | |
| 1E | ELECTION OF DIRECTOR: HERBERT L. | Management | For | For |
| HENKEL | | | |
| 1F | ELECTION OF DIRECTOR: EDWARD M. LIDDY | Management | For | For |
| 1G | ELECTION OF DIRECTOR: ROBERT S. | Management | For | For |
| MORRISON | | | |
| 1H | ELECTION OF DIRECTOR: AULANA L. | Management | For | For |
| PETERS | | | |
| 1I | ELECTION OF DIRECTOR: INGE G. THULIN | Management | For | For |
| 1J | ELECTION OF DIRECTOR: ROBERT J. ULRICH | Management | For | For |
| 2 | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS 3M'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 3 | ADVISORY APPROVAL OF EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 4 | TO APPROVE THE 2012 AMENDED AND | Management | For | For |
| RESTATED GENERAL EMPLOYEES STOCK | | | |
| PURCHASE PLAN. | | | |
| 5 | TO APPROVE THE AMENDED 2008 LONG- | Management | Against | Against |
| TERM INCENTIVE PLAN. | | | |
| 6 | STOCKHOLDER PROPOSAL ON LOBBYING. | Shareholder | Against | For |
| 7 | STOCKHOLDER PROPOSAL TO PROHIBIT | Shareholder | For | Against |
| POLITICAL SPENDING FROM CORPORATE | | | |
| TREASURY FUNDS. | | | |
| 8 | STOCKHOLDER PROPOSAL ON | Shareholder | Against | For |
| INDEPENDENT BOARD CHAIRMAN. | | | |
| ZIMMER HOLDINGS, INC. | | |
| Security | 98956P102 | Meeting Type | Annual |
| Ticker Symbol | ZMH | Meeting Date | 08-May-2012 |
| ISIN | US98956P1021 | Agenda | 933567147 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: BETSY J. | Management | For | For |
| BERNARD | | | |
| 1B | ELECTION OF DIRECTOR: MARC N. CASPER | Management | For | For |
| 1C | ELECTION OF DIRECTOR: DAVID C. DVORAK | Management | For | For |
| 1D | ELECTION OF DIRECTOR: LARRY C. | Management | For | For |
| GLASSCOCK | | | |
| 1E | ELECTION OF DIRECTOR: ROBERT A. | Management | For | For |
| HAGEMANN | | | |
| 1F | ELECTION OF DIRECTOR: ARTHUR J. | Management | For | For |
| HIGGINS | | | |
| 1G | ELECTION OF DIRECTOR: JOHN L. | Management | For | For |
| MCGOLDRICK | | | |
| 1H | ELECTION OF DIRECTOR: CECIL B. PICKETT, | Management | For | For |
| PH.D. | | | |
| 2 | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION | | | |
| 3 | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2012 | | | |
Page 29 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| FOREST OIL CORPORATION | | |
| Security | 346091705 | Meeting Type | Annual |
| Ticker Symbol | FST | Meeting Date | 08-May-2012 |
| ISIN | US3460917053 | Agenda | 933573429 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | DOD A. FRASER | | For | For |
| 2 | JAMES D. LIGHTNER | | For | For |
| 3 | PATRICK R. MCDONALD | | For | For |
| 2 | APPROVAL, ON AN ADVISORY BASIS, OF | Management | For | For |
| THE COMPENSATION OF FOREST'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3 | RE-APPROVAL OF PERFORMANCE | Management | For | For |
| MEASURES UNDER THE FOREST OIL | | | |
| CORPORATION 2007 STOCK INCENTIVE | | | |
| PLAN. | | | | |
| 4 | RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS FOREST'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE YEAR ENDING DECEMBER 31, 2012. | | | |
| BAXTER INTERNATIONAL INC. | | |
| Security | 071813109 | Meeting Type | Annual |
| Ticker Symbol | BAX | Meeting Date | 08-May-2012 |
| ISIN | US0718131099 | Agenda | 933574736 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: JAMES R. GAVIN | Management | For | For |
| III, M.D., PH.D. | | | |
| 1B | ELECTION OF DIRECTOR: PETER S. | Management | For | For |
| HELLMAN | | | |
| 1C | ELECTION OF DIRECTOR: K.J. STORM | Management | For | For |
| 2 | RATIFICATION OF INDEPENDENT | Management | For | For |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| 3 | APPROVAL OF NAMED EXECUTIVE OFFICER | Management | For | For |
| COMPENSATION | | | |
| 4 | SHAREHOLDER PROPOSAL TO REPEAL | Shareholder | For | For |
| CLASSIFIED BOARD | | | |
| 5 | SHAREHOLDER PROPOSAL TO ADOPT | Shareholder | Against | Against |
| SIMPLE MAJORITY VOTE | | | |
Page 30 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| MASCO CORPORATION | | |
| Security | 574599106 | Meeting Type | Annual |
| Ticker Symbol | MAS | Meeting Date | 08-May-2012 |
| ISIN | US5745991068 | Agenda | 933597518 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: RICHARD A. | Management | For | For |
| MANOOGIAN | | | |
| 1B | ELECTION OF DIRECTOR: JOHN C. PLANT | Management | For | For |
| 1C | ELECTION OF DIRECTOR: MARY ANN VAN | Management | For | For |
| LOKEREN | | | |
| 2 | TO APPROVE, BY NON-BINDING ADVISORY | Management | For | For |
| VOTE, THE COMPENSATION PAID TO THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS, | | | |
| AS DISCLOSED PURSUANT TO THE | | | |
| COMPENSATION DISCLOSURE RULES OF | | | |
| THE SEC, INCLUDING THE COMPENSATION | | | |
| DISCUSSION AND ANALYSIS, THE | | | |
| COMPENSATION TABLES AND THE RELATED | | | |
| MATERIALS DISCLOSED IN THE PROXY | | | |
| STATEMENT. | | | |
| 3 | TO RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| INDEPENDENT AUDITORS FOR THE | | | |
| COMPANY FOR 2012. | | | |
| 4 | TO RECOMMEND, BY NON-BINDING VOTE, A | Shareholder | For | Against |
| STOCKHOLDER PROPOSAL TO DECLASSIFY | | | |
| THE BOARD OF DIRECTORS. | | | |
| 5 | TO RECOMMEND, BY NON-BINDING VOTE, A | Shareholder | Against | For |
| STOCKHOLDER PROPOSAL TO ADOPT A | | | |
| POLICY REQUIRING SENIOR EXECUTIVES | | | |
| TO RETAIN 75% OR MORE OF THEIR EQUITY | | | |
| AWARDS UNTIL REACHING NORMAL | | | |
| RETIREMENT AGE. | | | |
| BANK OF AMERICA CORPORATION | | |
| Security | 060505104 | Meeting Type | Annual |
| Ticker Symbol | BAC | Meeting Date | 09-May-2012 |
| ISIN | US0605051046 | Agenda | 933571665 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: MUKESH D. | Management | For | For |
| AMBANI | | | |
| 1B | ELECTION OF DIRECTOR: SUSAN S. BIES | Management | For | For |
| 1C | ELECTION OF DIRECTOR: FRANK P. | Management | For | For |
| BRAMBLE, SR. | | | |
| 1D | ELECTION OF DIRECTOR: VIRGIS W. | Management | For | For |
| COLBERT | | | |
| 1E | ELECTION OF DIRECTOR: CHARLES K. | Management | For | For |
| GIFFORD | | | |
| 1F | ELECTION OF DIRECTOR: CHARLES O. | Management | For | For |
| HOLLIDAY, JR. | | | |
| 1G | ELECTION OF DIRECTOR: MONICA C. | Management | For | For |
| LOZANO | | | |
| 1H | ELECTION OF DIRECTOR: THOMAS J. MAY | Management | For | For |
| 1I | ELECTION OF DIRECTOR: BRIAN T. | Management | For | For |
| MOYNIHAN | | | |
| 1J | ELECTION OF DIRECTOR: DONALD E. | Management | For | For |
| POWELL | | | |
| 1K | ELECTION OF DIRECTOR: CHARLES O. | Management | For | For |
| ROSSOTTI | | | |
| 1L | ELECTION OF DIRECTOR: ROBERT W. | Management | For | For |
| SCULLY | | | |
| 2 | AN ADVISORY (NON-BINDING) "SAY ON PAY" | Management | Against | Against |
| VOTE TO APPROVE EXECUTIVE | | | |
| COMPENSATION. | | | |
| 3 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| THE REGISTERED INDEPENDENT PUBLIC | | | |
| ACCOUNTING FIRM FOR 2012. | | | |
| 4 | STOCKHOLDER PROPOSAL - DISCLOSURE | Shareholder | Against | For |
| OF GOVERNMENT EMPLOYMENT. | | | |
| 5 | STOCKHOLDER PROPOSAL - GRASSROOTS | Shareholder | Against | For |
| AND OTHER LOBBYING. | | | |
| 6 | STOCKHOLDER PROPOSAL - EXECUTIVES | Shareholder | Against | For |
| TO RETAIN SIGNIFICANT STOCK. | | | |
| 7 | STOCKHOLDER PROPOSAL - MORTGAGE | Shareholder | Against | For |
| SERVICING OPERATIONS. | | | |
| 8 | STOCKHOLDER PROPOSAL - PROHIBITION | Shareholder | For | Against |
| ON POLITICAL SPENDING. | | | |
Page 31 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| KOHL'S CORPORATION | | |
| Security | 500255104 | Meeting Type | Annual |
| Ticker Symbol | KSS | Meeting Date | 10-May-2012 |
| ISIN | US5002551043 | Agenda | 933565763 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: PETER | Management | For | For |
| BONEPARTH | | | |
| 1B | ELECTION OF DIRECTOR: STEVEN A. BURD | Management | For | For |
| 1C | ELECTION OF DIRECTOR: JOHN F. HERMA | Management | For | For |
| 1D | ELECTION OF DIRECTOR: DALE E. JONES | Management | For | For |
| 1E | ELECTION OF DIRECTOR: WILLIAM S. | Management | For | For |
| KELLOGG | | | |
| 1F | ELECTION OF DIRECTOR: KEVIN MANSELL | Management | For | For |
| 1G | ELECTION OF DIRECTOR: JOHN E. | Management | For | For |
| SCHLIFSKE | | | |
| 1H | ELECTION OF DIRECTOR: FRANK V. SICA | Management | For | For |
| 1I | ELECTION OF DIRECTOR: PETER M. | Management | For | For |
| SOMMERHAUSER | | | |
| 1J | ELECTION OF DIRECTOR: STEPHANIE A. | Management | For | For |
| STREETER | | | |
| 1K | ELECTION OF DIRECTOR: NINA G. VACA | Management | For | For |
| 1L | ELECTION OF DIRECTOR: STEPHEN E. | Management | For | For |
| WATSON | | | |
| 2 | RATIFY APPOINTMENT OF ERNST & YOUNG | Management | For | For |
| LLP AS INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 3 | ADVISORY VOTE ON APPROVAL OF NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 4 | SHAREHOLDER PROPOSAL: ANIMAL FUR | Shareholder | Against | For |
| POLICY. | | | |
| 5 | SHAREHOLDER PROPOSAL: SUCCESSION | Shareholder | Against | For |
| PLANNING AND REPORTING. | | | |
| 6 | SHAREHOLDER PROPOSAL: EXECUTIVES TO | Shareholder | Against | For |
| RETAIN SIGNIFICANT STOCK. | | | |
| HOST HOTELS & RESORTS, INC. | | |
| Security | 44107P104 | Meeting Type | Annual |
| Ticker Symbol | HST | Meeting Date | 10-May-2012 |
| ISIN | US44107P1049 | Agenda | 933595261 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1.1 | ELECTION OF DIRECTOR: ROBERT M. | Management | For | For |
| BAYLIS | | | |
| 1.2 | ELECTION OF DIRECTOR: TERENCE C. | Management | For | For |
| GOLDEN | | | |
| 1.3 | ELECTION OF DIRECTOR: ANN M. | Management | For | For |
| KOROLOGOS | | | |
| 1.4 | ELECTION OF DIRECTOR: RICHARD E. | Management | For | For |
| MARRIOTT | | | |
| 1.5 | ELECTION OF DIRECTOR: JOHN B. MORSE, | Management | For | For |
| JR. | | | |
| 1.6 | ELECTION OF DIRECTOR: WALTER C. | Management | For | For |
| RAKOWICH | | | |
| 1.7 | ELECTION OF DIRECTOR: GORDON H. SMITH | Management | For | For |
| 1.8 | ELECTION OF DIRECTOR: W. EDWARD | Management | For | For |
| WALTER | | | |
| 2 | RATIFY APPOINTMENT OF KPMG LLP AS | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR 2012. | | | |
| 3 | ADVISORY RESOLUTION TO APPROVE | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
Page 32 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| TIME WARNER INC. | | |
| Security | 887317303 | Meeting Type | Annual |
| Ticker Symbol | TWX | Meeting Date | 15-May-2012 |
| ISIN | US8873173038 | Agenda | 933572213 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: JAMES L. | Management | For | For |
| BARKSDALE | | | |
| 1B | ELECTION OF DIRECTOR: WILLIAM P. BARR | Management | For | For |
| 1C | ELECTION OF DIRECTOR: JEFFREY L. | Management | For | For |
| BEWKES | | | |
| 1D | ELECTION OF DIRECTOR: STEPHEN F. | Management | For | For |
| BOLLENBACH | | | |
| 1E | ELECTION OF DIRECTOR: ROBERT C. CLARK | Management | For | For |
| 1F | ELECTION OF DIRECTOR: MATHIAS | Management | For | For |
| DOPFNER | | | |
| 1G | ELECTION OF DIRECTOR: JESSICA P. | Management | For | For |
| EINHORN | | | |
| 1H | ELECTION OF DIRECTOR: FRED HASSAN | Management | For | For |
| 1I | ELECTION OF DIRECTOR: KENNETH J. | Management | For | For |
| NOVACK | | | |
| 1J | ELECTION OF DIRECTOR: PAUL D. WACHTER | Management | For | For |
| 1K | ELECTION OF DIRECTOR: DEBORAH C. | Management | For | For |
| WRIGHT | | | |
| 2 | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| INDEPENDENT AUDITORS. | | | |
| 3 | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 4 | STOCKHOLDER PROPOSAL ON | Shareholder | Against | For |
| STOCKHOLDER ACTION BY WRITTEN | | | |
| CONSENT. | | | |
| JPMORGAN CHASE & CO. | | |
| Security | 46625H100 | Meeting Type | Annual |
| Ticker Symbol | JPM | Meeting Date | 15-May-2012 |
| ISIN | US46625H1005 | Agenda | 933581301 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: JAMES A. BELL | Management | For | For |
| 1B | ELECTION OF DIRECTOR: CRANDALL C. | Management | For | For |
| BOWLES | | | |
| 1C | ELECTION OF DIRECTOR: STEPHEN B. | Management | For | For |
| BURKE | | | |
| 1D | ELECTION OF DIRECTOR: DAVID M. COTE | Management | For | For |
| 1E | ELECTION OF DIRECTOR: JAMES S. CROWN | Management | For | For |
| 1F | ELECTION OF DIRECTOR: JAMES DIMON | Management | For | For |
| 1G | ELECTION OF DIRECTOR: TIMOTHY P. | Management | For | For |
| FLYNN | | | |
| 1H | ELECTION OF DIRECTOR: ELLEN V. FUTTER | Management | For | For |
| 1I | ELECTION OF DIRECTOR: LABAN P. | Management | For | For |
| JACKSON, JR. | | | |
| 1J | ELECTION OF DIRECTOR: LEE R. RAYMOND | Management | For | For |
| 1K | ELECTION OF DIRECTOR: WILLIAM C. | Management | For | For |
| WELDON | | | |
| 2 | APPOINTMENT OF INDEPENDENT | Management | For | For |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| 3 | ADVISORY RESOLUTION TO APPROVE | Management | Against | Against |
| EXECUTIVE COMPENSATION | | | |
| 4 | POLITICAL NON-PARTISANSHIP | Shareholder | Against | For |
| 5 | INDEPENDENT DIRECTOR AS CHAIRMAN | Shareholder | Against | For |
| 6 | LOAN SERVICING | Shareholder | Against | For |
| 7 | CORPORATE POLITICAL CONTRIBUTIONS | Shareholder | For | Against |
| REPORT | | | |
| 8 | GENOCIDE-FREE INVESTING | Shareholder | Against | For |
| 9 | SHAREHOLDER ACTION BY WRITTEN | Shareholder | Against | For |
| CONSENT | | | |
| 10 | STOCK RETENTION | Shareholder | Against | For |
Page 33 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| ANADARKO PETROLEUM CORPORATION | | |
| Security | 032511107 | Meeting Type | Annual |
| Ticker Symbol | APC | Meeting Date | 15-May-2012 |
| ISIN | US0325111070 | Agenda | 933582240 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: KEVIN P. CHILTON | Management | For | For |
| 1B | ELECTION OF DIRECTOR: LUKE R. CORBETT | Management | For | For |
| 1C | ELECTION OF DIRECTOR: H. PAULETT | Management | For | For |
| EBERHART | | | |
| 1D | ELECTION OF DIRECTOR: PETER J. FLUOR | Management | For | For |
| 1E | ELECTION OF DIRECTOR: RICHARD L. | Management | For | For |
| GEORGE | | | |
| 1F | ELECTION OF DIRECTOR: PRESTON M. | Management | For | For |
| GEREN III | | | |
| 1G | ELECTION OF DIRECTOR: CHARLES W. | Management | For | For |
| GOODYEAR | | | |
| 1H | ELECTION OF DIRECTOR: JOHN R. GORDON | Management | For | For |
|
| 1I | ELECTION OF DIRECTOR: JAMES T. | Management | For | For |
| HACKETT | | | |
| 1J | ELECTION OF DIRECTOR: ERIC D. MULLINS | Management | For | For |
| 1K | ELECTION OF DIRECTOR: PAULA ROSPUT | Management | For | For |
| REYNOLDS | | | |
| 1L | ELECTION OF DIRECTOR: R.A. WALKER | Management | For | For |
| 2 | RATIFICATION OF APPOINTMENT OF KPMG | Management | For | For |
| LLP AS INDEPENDENT AUDITORS. | | | |
| 3 | APPROVE THE ANADARKO PETROLEUM | Management | Against | Against |
| CORPORATION 2012 OMNIBUS INCENTIVE | | | |
| COMPENSATION PLAN. | | | |
| 4 | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 5 | STOCKHOLDER PROPOSAL-ADOPTION OF | Shareholder | Against | For |
| POLICY OF INDEPENDENT DIRECTOR | | | |
| CHAIRMAN. | | | |
| 6 | STOCKHOLDER PROPOSAL-GENDER | Shareholder | Against | For |
| IDENTITY NON-DISCRIMINATION POLICY. | | | |
| 7 | STOCKHOLDER PROPOSAL-ADOPTION OF | Shareholder | For | Against |
| POLICY ON ACCELERATED VESTING OF | | | |
| EQUITY AWARDS. | | | |
| 8 | STOCKHOLDER PROPOSAL-REPORT ON | Shareholder | For | Against |
| POLITICAL CONTRIBUTIONS. | | | |
| BROADCOM CORPORATION | | |
| Security | 111320107 | Meeting Type | Annual |
| Ticker Symbol | BRCM | Meeting Date | 15-May-2012 |
| ISIN | US1113201073 | Agenda | 933583975 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | ROBERT J. FINOCCHIO, JR | | For | For |
| 2 | NANCY H. HANDEL | | For | For |
| 3 | EDDY W. HARTENSTEIN | | For | For |
| 4 | MARIA M. KLAWE, PH.D. | | For | For |
| 5 | JOHN E. MAJOR | | For | For |
| 6 | SCOTT A. MCGREGOR | | For | For |
| 7 | WILLIAM T. MORROW | | For | For |
| 8 | HENRY SAMUELI, PH.D. | | For | For |
| 9 | ROBERT E. SWITZ | | For | For |
| 2 | TO APPROVE AN AMENDMENT AND | Management | Against | Against |
| RESTATEMENT OF THE BROADCOM | | | |
| CORPORATION 1998 EMPLOYEE STOCK | | | |
| PURCHASE PLAN, AS PREVIOUSLY | | | |
| AMENDED AND RESTATED, THAT WOULD | | | |
| EXTEND THE TERM OF THE PLAN THROUGH | | | |
| MAY 15, 2022, AND EFFECT VARIOUS | | | |
| TECHNICAL REVISIONS AND | | | |
| IMPROVEMENTS. | | | |
| 3 | TO APPROVE THE ADOPTION OF THE | Management | Against | Against |
| BROADCOM CORPORATION 2012 STOCK | | | |
| INCENTIVE PLAN. | | | |
| 4 | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE YEAR ENDING DECEMBER 31, 2012. | | | |
Page 34 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| HENRY SCHEIN, INC. | | |
| Security | 806407102 | Meeting Type | Annual |
| Ticker Symbol | HSIC | Meeting Date | 15-May-2012 |
| ISIN | US8064071025 | Agenda | 933584888 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | STANLEY M BERGMAN | | For | For |
| 2 | GERALD A BENJAMIN | | For | For |
| 3 | JAMES P BRESLAWSKI | | For | For |
| 4 | MARK E MLOTEK | | For | For |
| 5 | STEVEN PALADINO | | For | For |
| 6 | BARRY J ALPERIN | | For | For |
| 7 | PAUL BRONS | | For | For |
| 8 | DONALD J KABAT | | For | For |
| 9 | PHILIP A LASKAWY | | For | For |
| 10 | KARYN MASHIMA | | For | For |
| 11 | NORMAN S MATTHEWS | | For | For |
| 12 | BRADLEY T SHEARES, PHD | | For | For |
| 13 | LOUIS W SULLIVAN, MD | | For | For |
| 2 | PROPOSAL TO AMEND THE COMPANY'S | Management | For | For |
| AMENDED AND RESTATED CERTIFICATE OF | | | |
| INCORPORATION. | | | |
| 3 | PROPOSAL TO APPROVE, BY NON-BINDING | Management | For | For |
| VOTE, THE 2011 COMPENSATION PAID TO | | | |
| THE COMPANY'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | | |
| 4 | PROPOSAL TO RATIFY THE SELECTION OF | Management | For | For |
| BDO USA, LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 29, 2012. | | | |
| STATE STREET CORPORATION | | |
| Security | 857477103 | Meeting Type | Annual |
| Ticker Symbol | STT | Meeting Date | 16-May-2012 |
| ISIN | US8574771031 | Agenda | 933587086 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: K. BURNES | Management | For | For |
| 1B | ELECTION OF DIRECTOR: P. COYM | Management | For | For |
| 1C | ELECTION OF DIRECTOR: P. DE SAINT- | Management | For | For |
| AIGNAN | | | |
| 1D | ELECTION OF DIRECTOR: A. FAWCETT | Management | For | For |
| 1E | ELECTION OF DIRECTOR: D. GRUBER | Management | For | For |
| 1F | ELECTION OF DIRECTOR: L. HILL | Management | For | For |
| 1G | ELECTION OF DIRECTOR: J. HOOLEY | Management | For | For |
| 1H | ELECTION OF DIRECTOR: R. KAPLAN | Management | For | For |
| 1I | ELECTION OF DIRECTOR: R. SERGEL | Management | For | For |
| 1J | ELECTION OF DIRECTOR: R. SKATES | Management | For | For |
| 1K | ELECTION OF DIRECTOR: G. SUMME | Management | For | For |
| 1L | ELECTION OF DIRECTOR: R. WEISSMAN | Management | For | For |
| 2 | TO APPROVE AN ADVISORY PROPOSAL ON | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 3 | APPROVE THE AMENDED AND RESTATED | Management | Against | Against |
| 2006 EQUITY INCENTIVE PLAN TO INCREASE | | | |
| BY 15.5 MILLION THE NUMBER OF SHARES | | | |
| OF COMMON STOCK. | | | |
| 4 | RATIFY SELECTION OF ERNST & YOUNG LLP | Management | For | For |
| AS INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2012. | | | |
Page 35 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| INTEL CORPORATION | | |
| Security | 458140100 | Meeting Type | Annual |
| Ticker Symbol | INTC | Meeting Date | 17-May-2012 |
| ISIN | US4581401001 | Agenda | 933577061 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: CHARLENE | Management | For | For |
| BARSHEFSKY | | | |
| 1B | ELECTION OF DIRECTOR: ANDY D. BRYANT | Management | For | For |
| 1C | ELECTION OF DIRECTOR: SUSAN L. DECKER | Management | For | For |
| 1D | ELECTION OF DIRECTOR: JOHN J. DONAHOE | Management | For | For |
| 1E | ELECTION OF DIRECTOR: REED E. HUNDT | Management | For | For |
| 1F | ELECTION OF DIRECTOR: PAUL S. OTELLINI | Management | For | For |
| 1G | ELECTION OF DIRECTOR: JAMES D. | Management | For | For |
| PLUMMER | | | |
| 1H | ELECTION OF DIRECTOR: DAVID S. | Management | For | For |
| POTTRUCK | | | |
| 1I | ELECTION OF DIRECTOR: FRANK D. YEARY | Management | For | For |
| 1J | ELECTION OF DIRECTOR: DAVID B. YOFFIE | Management | For | For |
| 2 | RATIFICATION OF SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR CURRENT YEAR | | | |
| 3 | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION | | | |
| 4 | STOCKHOLDER PROPOSAL: WHETHER TO | Shareholder | For | Against |
| HOLD AN ADVISORY VOTE ON POLITICAL | | | |
| CONTRIBUTIONS | | | |
| JARDEN CORPORATION | | |
| Security | 471109108 | Meeting Type | Annual |
| Ticker Symbol | JAH | Meeting Date | 17-May-2012 |
| ISIN | US4711091086 | Agenda | 933583343 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | MARTIN E. FRANKLIN | | For | For |
| 2 | JAMES E. LILLIE | | For | For |
| 3 | MICHAEL S. GROSS | | For | For |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| JARDEN CORPORATION'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR | | | |
| THE YEAR ENDING DECEMBER 31, 2012. | | | |
| 3 | ADVISORY APPROVAL OF JARDEN | Management | For | For |
| CORPORATION'S EXECUTIVE | | | |
| COMPENSATION. | | | |
Page 36 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| AMGEN INC. | | |
| Security | 031162100 | Meeting Type | Annual |
| Ticker Symbol | AMGN | Meeting Date | 23-May-2012 |
| ISIN | US0311621009 | Agenda | 933583937 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: DR. DAVID | Management | For | For |
| BALTIMORE | | | |
| 1B | ELECTION OF DIRECTOR: MR. FRANK J. | Management | For | For |
| BIONDI, JR. | | | |
| 1C | ELECTION OF DIRECTOR: MR. ROBERT A. | Management | For | For |
| BRADWAY | | | |
| 1D | ELECTION OF DIRECTOR: MR. FRANCOIS DE | Management | For | For |
| CARBONNEL | | | |
| 1E | ELECTION OF DIRECTOR: DR. VANCE D. | Management | For | For |
| COFFMAN | | | |
| 1F | ELECTION OF DIRECTOR: DR. REBECCA M. | Management | For | For |
| HENDERSON | | | |
| 1G | ELECTION OF DIRECTOR: MR. FRANK C. | Management | For | For |
| HERRINGER | | | |
| 1H | ELECTION OF DIRECTOR: DR. TYLER JACKS | Management | For | For |
| 1I | ELECTION OF DIRECTOR: DR. GILBERT S. | Management | For | For |
| OMENN | | | |
| 1J | ELECTION OF DIRECTOR: MS. JUDITH C. | Management | For | For |
| PELHAM | | | |
| 1K | ELECTION OF DIRECTOR: ADM. J. PAUL | Management | For | For |
| REASON, USN (RETIRED) | | | |
| 1L | ELECTION OF DIRECTOR: MR. LEONARD D. | Management | For | For |
| SCHAEFFER | | | |
| 1M | ELECTION OF DIRECTOR: MR. KEVIN W. | Management | For | For |
| SHARER | | | |
| 1N | ELECTION OF DIRECTOR: DR. RONALD D. | Management | For | For |
| SUGAR | | | |
| 2 | TO RATIFY THE SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTANTS FOR | | | |
| THE FISCAL YEAR ENDING DECEMBER 31, | | | |
| 2012. | | | |
| 3 | ADVISORY VOTE TO APPROVE OUR | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 4 | TO APPROVE AN AMENDMENT TO OUR | Management | For | For |
| RESTATED CERTIFICATE OF | | | |
| INCORPORATION TO AUTHORIZE | | | |
| STOCKHOLDER ACTION BY WRITTEN | | | |
| CONSENT. | | | |
| 5A | STOCKHOLDER PROPOSAL #1 | Shareholder | Against | For |
| (INDEPENDENT CHAIRMAN OF THE BOARD). | | | |
| 5B | STOCKHOLDER PROPOSAL #2 | Shareholder | Against | For |
| (TRANSPARENCY IN ANIMAL USE). | | | |
| 5C | STOCKHOLDER PROPOSAL #3 (REQUEST | Shareholder | Against | For |
| FOR DISCLOSURE OF LOBBYING POLICIES | | | |
| AND PRACTICES). | | | |
| 5D | STOCKHOLDER PROPOSAL #4 (CEO TO | Shareholder | Against | For |
| SERVE ON A MAXIMUM OF ONE OTHER | | | |
| BOARD). | | | |
| ENERGYSOLUTIONS, INC. | | |
| Security | 292756202 | Meeting Type | Annual |
| Ticker Symbol | ES | Meeting Date | 23-May-2012 |
| ISIN | US2927562023 | Agenda | 933600163 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | STEVEN R. ROGEL | | For | For |
| 2 | J. BARNIE BEASLEY, JR. | | For | For |
| 3 | VAL J. CHRISTENSEN | | For | For |
| 4 | PASCAL COLOMBANI | | For | For |
| 5 | J.I. "CHIP" EVEREST, II | | For | For |
| 6 | DAVID J. LOCKWOOD | | For | For |
| 7 | CLARE SPOTTISWOODE | | For | For |
| 8 | ROBERT A. WHITMAN | | For | For |
| 9 | DAVID B. WINDER | | For | For |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE 2012 FISCAL | | | |
| YEAR. | | | | |
| 3 | ADVISORY APPROVAL OF THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
Page 37 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| WEATHERFORD INTERNATIONAL LTD | | |
| Security | H27013103 | Meeting Type | Annual |
| Ticker Symbol | WFT | Meeting Date | 23-May-2012 |
| ISIN | CH0038838394 | Agenda | 933622145 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | APPROVAL OF THE 2011 ANNUAL REPORT, | Management | For | For |
| THE CONSOLIDATED FINANCIAL | | | |
| STATEMENTS OF WEATHERFORD | | | |
| INTERNATIONAL LTD. FOR THE YEAR ENDED | | | |
| DECEMBER 31, 2011 AND THE STATUTORY | | | |
| FINANCIAL STATEMENTS OF | | | |
| WEATHERFORD INTERNATIONAL LTD. FOR | | | |
| THE YEAR ENDED DECEMBER 31, 2011. | | | |
| 2 | DISCHARGE OF THE BOARD OF DIRECTORS | Management | For | For |
| AND EXECUTIVE OFFICERS FROM LIABILITY | | | |
| UNDER SWISS LAW FOR ACTIONS OR | | | |
| OMISSIONS DURING THE YEAR ENDED | | | |
| DECEMBER 31, 2011. | | | |
| 3A | ELECTION OF DIRECTOR: BERNARD J. | Management | For | For |
| DUROC-DANNER | | | |
| 3B | ELECTION OF DIRECTOR: SAMUEL W. | Management | For | For |
| BODMAN, III | | | |
| 3C | ELECTION OF DIRECTOR: NICHOLAS F. | Management | For | For |
| BRADY | | | |
| 3D | ELECTION OF DIRECTOR: DAVID J. BUTTERS | Management | For | For |
| 3E | ELECTION OF DIRECTOR: WILLIAM E. | Management | For | For |
| MACAULAY | | | |
| 3F | ELECTION OF DIRECTOR: ROBERT K. | Management | For | For |
| MOSES, JR. | | | |
| 3G | ELECTION OF DIRECTOR: GUILLERMO ORTIZ | Management | For | For |
| 3H | ELECTION OF DIRECTOR: EMYR JONES | Management | For | For |
| PARRY | | | |
| 3I | ELECTION OF DIRECTOR: ROBERT A. RAYNE | Management | For | For |
| 4 | RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR YEAR | | | |
| ENDING DECEMBER 31, 2012 AND THE RE- | | | |
| ELECTION OF ERNST & YOUNG LTD, ZURICH | | | |
| AS STATUTORY AUDITOR FOR YEAR | | | |
| ENDING DECEMBER 31, 2012. | | | |
| 5 | APPROVAL OF AN AMENDMENT TO THE | Management | For | For |
| ARTICLES OF ASSOCIATION TO EXTEND THE | | | |
| BOARD'S AUTHORIZATION TO ISSUE | | | |
| SHARES FROM AUTHORIZED SHARE | | | |
| CAPITAL TO MAY 23, 2014 AND TO INCREASE | | | |
| ISSUABLE AUTHORIZED CAPITAL TO AN | | | |
| AMOUNT EQUAL TO 50% OF CURRENT | | | |
| STATED CAPITAL. | | | |
| 6 | APPROVAL OF AN AMENDMENT TO THE | Management | Against | Against |
| WEATHERFORD INTERNATIONAL LTD. 2010 | | | |
| OMNIBUS INCENTIVE PLAN TO INCREASE | | | |
| THE NUMBER OF SHARES ISSUABLE UNDER | | | |
| THE PLAN TO 28,144,000 SHARES. | | | |
| 7 | APPROVAL OF AN ADVISORY RESOLUTION | Management | Against | Against |
| REGARDING EXECUTIVE COMPENSATION. | | | |
| ZIONS BANCORPORATION | | |
| Security | 989701107 | Meeting Type | Annual |
| Ticker Symbol | ZION | Meeting Date | 25-May-2012 |
| ISIN | US9897011071 | Agenda | 933599865 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: JERRY C. ATKIN | Management | For | For |
| 1B | ELECTION OF DIRECTOR: R.D. CASH | Management | For | For |
| 1C | ELECTION OF DIRECTOR: PATRICIA FROBES | Management | For | For |
| 1D | ELECTION OF DIRECTOR: J. DAVID HEANEY | Management | For | For |
| 1E | ELECTION OF DIRECTOR: ROGER B. | Management | For | For |
| PORTER | | | |
| 1F | ELECTION OF DIRECTOR: STEPHEN D. | Management | For | For |
| QUINN | | | |
| 1G | ELECTION OF DIRECTOR: HARRIS H. | Management | For | For |
| SIMMONS | | | |
| 1H | ELECTION OF DIRECTOR: L.E. SIMMONS | Management | For | For |
| 1I | ELECTION OF DIRECTOR: SHELLEY THOMAS | Management | For | For |
| WILLIAMS | | | |
| 1J | ELECTION OF DIRECTOR: STEVEN C. | Management | For | For |
| WHEELWRIGHT | | | |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM. | | | |
| 3 | APPROVAL, ON A NONBINDING ADVISORY | Management | For | For |
| BASIS, OF THE COMPENSATION PAID TO | | | |
| THE COMPANY'S EXECUTIVE OFFICERS. | | | |
| 4 | APPROVAL OF AMENDMENTS TO THE | Management | For | For |
| COMPANY'S AMENDED AND RESTATED 2005 | | | |
| STOCK OPTION AND INCENTIVE PLAN. | | | |
| 5 | APPROVAL OF THE COMPANY'S 2012 | Management | For | For |
| MANAGEMENT INCENTIVE COMPENSATION | | | |
| PLAN. | | | |
| 6 | THAT THE BOARD ADOPT A POLICY TO | Shareholder | For | Against |
| REVIEW AND DETERMINE WHETHER TO | | | |
| SEEK RECOUPMENT OF BONUSES AND | | | |
| OTHER INCENTIVE COMPENSATION. | | | |
Page 38 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| EXXON MOBIL CORPORATION | | |
| Security | 30231G102 | Meeting Type | Annual |
| Ticker Symbol | XOM | Meeting Date | 30-May-2012 |
| ISIN | US30231G1022 | Agenda | 933600086 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | M.J. BOSKIN | | For | For |
| 2 | P. BRABECK-LETMATHE | | For | For |
| 3 | L.R. FAULKNER | | For | For |
| 4 | J.S. FISHMAN | | For | For |
| 5 | H.H. FORE | | For | For |
| 6 | K.C. FRAZIER | | For | For |
| 7 | W.W. GEORGE | | For | For |
| 8 | S.J. PALMISANO | | For | For |
| 9 | S.S REINEMUND | | For | For |
| 10 | R.W. TILLERSON | | For | For |
| 11 | E.E. WHITACRE, JR. | | For | For |
| 2 | RATIFICATION OF INDEPENDENT AUDITORS | Management | For | For |
| (PAGE 61) | | | | |
| 3 | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION (PAGE 62) | | | |
| 4 | INDEPENDENT CHAIRMAN (PAGE 64) | Shareholder | Against | For |
| 5 | MAJORITY VOTE FOR DIRECTORS (PAGE 65) | Shareholder | Against | For |
| 6 | REPORT ON POLITICAL CONTRIBUTIONS | Shareholder | For | Against |
| (PAGE 66) | | | | |
| 7 | AMENDMENT OF EEO POLICY (PAGE 67) | Shareholder | Against | For |
| 8 | REPORT ON NATURAL GAS PRODUCTION | Shareholder | Against | For |
| (PAGE 69) | | | | |
| 9 | GREENHOUSE GAS EMISSIONS GOALS | Shareholder | Against | For |
| (PAGE 71) | | | | |
| CHEVRON CORPORATION | | |
| Security | 166764100 | Meeting Type | Annual |
| Ticker Symbol | CVX | Meeting Date | 30-May-2012 |
| ISIN | US1667641005 | Agenda | 933601913 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: L.F. DEILY | Management | For | For |
| 1B | ELECTION OF DIRECTOR: R.E. DENHAM | Management | For | For |
| 1C | ELECTION OF DIRECTOR: C. HAGEL | Management | For | For |
| 1D | ELECTION OF DIRECTOR: E. HERNANDEZ | Management | For | For |
| 1E | ELECTION OF DIRECTOR: G.L. KIRKLAND | Management | For | For |
| 1F | ELECTION OF DIRECTOR: C.W. MOORMAN | Management | For | For |
| 1G | ELECTION OF DIRECTOR: K.W. SHARER | Management | For | For |
| 1H | ELECTION OF DIRECTOR: J.G. STUMPF | Management | For | For |
| 1I | ELECTION OF DIRECTOR: R.D. SUGAR | Management | For | For |
| 1J | ELECTION OF DIRECTOR: C. WARE | Management | For | For |
| 1K | ELECTION OF DIRECTOR: J.S. WATSON | Management | For | For |
| 2 | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM | | | |
| 3 | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION | | | |
| 4 | EXCLUSIVE FORUM PROVISIONS | Shareholder | Against | For |
| 5 | INDEPENDENT CHAIRMAN | Shareholder | Against | For |
| 6 | LOBBYING DISCLOSURE | Shareholder | Against | For |
| 7 | COUNTRY SELECTION GUIDELINES | Shareholder | Against | For |
| 8 | HYDRAULIC FRACTURING | Shareholder | Against | For |
| 9 | ACCIDENT RISK OVERSIGHT | Shareholder | Against | For |
| 10 | SPECIAL MEETINGS | Shareholder | Against | For |
| 11 | INDEPENDENT DIRECTOR WITH | Shareholder | Against | For |
| ENVIRONMENTAL EXPERTISE | | | |
Page 39 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| EXPRESS SCRIPTS HOLDING COMPANY | | |
| Security | 30219G108 | Meeting Type | Annual |
| Ticker Symbol | ESRX | Meeting Date | 30-May-2012 |
| ISIN | US30219G1085 | Agenda | 933610001 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: GARY G. BENANAV | Management | For | For |
| 1B | ELECTION OF DIRECTOR: MAURA C. BREEN | Management | For | For |
| 1C | ELECTION OF DIRECTOR: WILLIAM J. | Management | For | For |
| DELANEY | | | |
| 1D | ELECTION OF DIRECTOR: NICHOLAS J. | Management | For | For |
| LAHOWCHIC | | | |
| 1E | ELECTION OF DIRECTOR: THOMAS P. MAC | Management | For | For |
| MAHON | | | |
| 1F | ELECTION OF DIRECTOR: FRANK | Management | For | For |
| MERGENTHALER | | | |
| 1G | ELECTION OF DIRECTOR: WOODROW A. | Management | For | For |
| MYERS, JR., MD | | | |
| 1H | ELECTION OF DIRECTOR: JOHN O. PARKER, | Management | For | For |
| JR. | | | |
| 1I | ELECTION OF DIRECTOR: GEORGE PAZ | Management | For | For |
| 1J | ELECTION OF DIRECTOR: MYRTLE S. | Management | For | For |
| POTTER | | | |
| 1K | ELECTION OF DIRECTOR: WILLIAM L. | Management | For | For |
| ROPER, MD, MPH | | | |
| 1L | ELECTION OF DIRECTOR: SAMUEL K. | Management | For | For |
| SKINNER | | | |
| 1M | ELECTION OF DIRECTOR: SEYMOUR | Management | For | For |
| STERNBERG | | | |
| 2 | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTANTS FOR THE | | | |
| COMPANY'S CURRENT FISCAL YEAR. | | | |
| 3 | TO APPROVE, BY NON-BINDING VOTE, | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 4 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| REPORT ON POLITICAL CONTRIBUTIONS. | | | |
| 5 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| STOCKHOLDER ACTION BY WRITTEN | | | |
| CONSENT. | | | |
Page 40 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| WAL-MART STORES, INC. | | |
| Security | 931142103 | Meeting Type | Annual |
| Ticker Symbol | WMT | Meeting Date | 01-Jun-2012 |
| ISIN | US9311421039 | Agenda | 933607408 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A | ELECTION OF DIRECTOR: AIDA M. ALVAREZ | Management | For | For |
| 1B | ELECTION OF DIRECTOR: JAMES W. BREYER | Management | For | For |
| 1C | ELECTION OF DIRECTOR: M. MICHELE | Management | For | For |
| BURNS | | | |
| 1D | ELECTION OF DIRECTOR: JAMES I. CASH, | Management | For | For |
| JR. | | | |
| 1E | ELECTION OF DIRECTOR: ROGER C. | Management | For | For |
| CORBETT | | | |
| 1F | ELECTION OF DIRECTOR: DOUGLAS N. DAFT | Management | For | For |
| 1G | ELECTION OF DIRECTOR: MICHAEL T. DUKE | Management | For | For |
| 1H | ELECTION OF DIRECTOR: MARISSA A. | Management | For | For |
| MAYER | | | |
| 1I | ELECTION OF DIRECTOR: GREGORY B. | Management | For | For |
| PENNER | | | |
| 1J | ELECTION OF DIRECTOR: STEVEN S | Management | For | For |
| REINEMUND | | | |
| 1K | ELECTION OF DIRECTOR: H. LEE SCOTT, JR. | Management | For | For |
| 1L | ELECTION OF DIRECTOR: ARNE M. | Management | For | For |
| SORENSON | | | |
| 1M | ELECTION OF DIRECTOR: JIM C. WALTON | Management | For | For |
| 1N | ELECTION OF DIRECTOR: S. ROBSON | Management | For | For |
| WALTON | | | |
| 1O | ELECTION OF DIRECTOR: CHRISTOPHER J. | Management | For | For |
| WILLIAMS | | | |
| 1P | ELECTION OF DIRECTOR: LINDA S. WOLF | Management | For | For |
| 2 | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| INDEPENDENT ACCOUNTANTS | | | |
| 3 | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION | | | |
| 4 | POLITICAL CONTRIBUTIONS REPORT | Shareholder | For | Against |
| 5 | DIRECTOR NOMINATION POLICY | Shareholder | Against | For |
| 6 | REPORT REGARDING INCENTIVE | Shareholder | Against | For |
| COMPENSATION PROGRAMS | | | |
| DEVON ENERGY CORPORATION | | |
| Security | 25179M103 | Meeting Type | Annual |
| Ticker Symbol | DVN | Meeting Date | 06-Jun-2012 |
| ISIN | US25179M1036 | Agenda | 933612839 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | ROBERT H. HENRY | | For | For |
| 2 | JOHN A. HILL | | For | For |
| 3 | MICHAEL M. KANOVSKY | | For | For |
| 4 | ROBERT A. MOSBACHER, JR | | For | For |
| 5 | J. LARRY NICHOLS | | For | For |
| 6 | DUANE C. RADTKE | | For | For |
| 7 | MARY P. RICCIARDELLO | | For | For |
| 8 | JOHN RICHELS | | For | For |
| 2 | APPROVE, IN AN ADVISORY VOTE, | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 3 | RATIFY THE APPOINTMENT OF THE | Management | For | For |
| INDEPENDENT AUDITORS FOR 2012. | | | |
| 4 | APPROVE AMENDING THE AMENDED AND | Management | For | For |
| RESTATED CERTIFICATE OF | | | |
| INCORPORATION TO GRANT | | | |
| STOCKHOLDERS THE RIGHT TO CALL A | | | |
| SPECIAL MEETING. | | | |
| 5 | APPROVE THE 2012 INCENTIVE | Management | Against | Against |
| COMPENSATION PLAN. | | | |
| 6 | APPROVE THE 2012 AMENDMENT TO THE | Management | Against | Against |
| 2009 LONG-TERM INCENTIVE | | | |
| COMPENSATION PLAN. | | | |
| 7 | REPORT ON THE DISCLOSURE OF | Shareholder | Against | For |
| LOBBYING POLICIES AND PRACTICES. | | | |
Page 41 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| ALLIANCE DATA SYSTEMS CORPORATION | | |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | ADS | Meeting Date | 07-Jun-2012 |
| ISIN | US0185811082 | Agenda | 933611522 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A | ELECTION OF DIRECTOR: EDWARD J. | Management | For | For |
| HEFFERNAN | | | |
| 1B | ELECTION OF DIRECTOR: ROBERT A. | Management | For | For |
| MINICUCCI | | | |
| 2 | ADVISORY APPROVAL OF EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3 | TO RATIFY THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF | | | |
| ALLIANCE DATA SYSTEMS CORPORATION | | | |
| FOR 2012. | | | |
| INGERSOLL-RAND PLC | | |
| Security | G47791101 | Meeting Type | Annual |
| Ticker Symbol | IR | Meeting Date | 07-Jun-2012 |
| ISIN | IE00B6330302 | Agenda | 933612916 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A | ELECTION OF DIRECTOR: A.C. BERZIN | Management | For | For |
| 1B | ELECTION OF DIRECTOR: J. BRUTON | Management | For | For |
| 1C | ELECTION OF DIRECTOR: J.L. COHON | Management | For | For |
| 1D | ELECTION OF DIRECTOR: G.D. FORSEE | Management | For | For |
| 1E | ELECTION OF DIRECTOR: P.C. GODSOE | Management | For | For |
| 1F | ELECTION OF DIRECTOR: E.E. | Management | For | For |
| HAGENLOCKER | | | |
| 1G | ELECTION OF DIRECTOR: C.J. HORNER | Management | For | For |
| 1H | ELECTION OF DIRECTOR: M.W. LAMACH | Management | For | For |
| 1I | ELECTION OF DIRECTOR: T.E. MARTIN | Management | For | For |
| 1J | ELECTION OF DIRECTOR: R.J. SWIFT | Management | For | For |
| 1K | ELECTION OF DIRECTOR: T.L. WHITE | Management | For | For |
| 2 | ADVISORY APPROVAL OF THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS | | | |
| 3 | APPROVAL OF THE APPOINTMENT OF | Management | For | For |
| INDEPENDENT AUDITORS AND | | | |
| AUTHORIZATION OF THE AUDIT COMMITTEE | | | |
| TO SET THE AUDITORS' REMUNERATION | | | |
| TARGET CORPORATION | | |
| Security | 87612E106 | Meeting Type | Annual |
| Ticker Symbol | TGT | Meeting Date | 13-Jun-2012 |
| ISIN | US87612E1064 | Agenda | 933623539 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | Management |
| 1A | ELECTION OF DIRECTOR: ROXANNE S. | Management | For | For |
| AUSTIN | | | |
| 1B | ELECTION OF DIRECTOR: CALVIN DARDEN | Management | For | For |
| 1C | ELECTION OF DIRECTOR: MARY N. DILLON | Management | For | For |
| 1D | ELECTION OF DIRECTOR: JAMES A. | Management | For | For |
| JOHNSON | | | |
| 1E | ELECTION OF DIRECTOR: MARY E. MINNICK | Management | For | For |
| 1F | ELECTION OF DIRECTOR: ANNE M. | Management | For | For |
| MULCAHY | | | |
| 1G | ELECTION OF DIRECTOR: DERICA W. RICE | Management | For | For |
| 1H | ELECTION OF DIRECTOR: STEPHEN W. | Management | For | For |
| SANGER | | | |
| 1I | ELECTION OF DIRECTOR: GREGG W. | Management | For | For |
| STEINHAFEL | | | |
| 1J | ELECTION OF DIRECTOR: JOHN G. STUMPF | Management | For | For |
| 1K | ELECTION OF DIRECTOR: SOLOMON D. | Management | For | For |
| TRUJILLO | | | |
| 2 | COMPANY PROPOSAL TO RATIFY THE | Management | For | For |
| APPOINTMENT OF ERNST & YOUNG LLP AS | | | |
| OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 3 | COMPANY PROPOSAL TO APPROVE THE | Management | For | For |
| TARGET CORPORATION OFFICER SHORT- | | | |
| TERM INCENTIVE PLAN. | | | |
| 4 | COMPANY PROPOSAL TO APPROVE, ON AN | Management | For | For |
| ADVISORY BASIS, OUR EXECUTIVE | | | |
| COMPENSATION ("SAY-ON-PAY"). | | | |
| 5 | SHAREHOLDER PROPOSAL ON | Shareholder | Against | For |
| ELECTRONICS RECYCLING. | | | |
| 6 | SHAREHOLDER PROPOSAL ON PROHIBITING | Shareholder | Against | For |
| USE OF CORPORATE FUNDS FOR POLITICAL | | | |
| ELECTIONS OR CAMPAIGNS. | | | |
Page 42 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| FREEPORT-MCMORAN COPPER & GOLD INC. | | |
| Security | 35671D857 | Meeting Type | Annual |
| Ticker Symbol | FCX | Meeting Date | 14-Jun-2012 |
| ISIN | US35671D8570 | Agenda | 933621989 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | RICHARD C. ADKERSON | | For | For |
| 2 | ROBERT J. ALLISON, JR. | | For | For |
| 3 | ROBERT A. DAY | | For | For |
| 4 | GERALD J. FORD | | For | For |
| 5 | H. DEVON GRAHAM, JR. | | For | For |
| 6 | CHARLES C. KRULAK | | For | For |
| 7 | BOBBY LEE LACKEY | | For | For |
| 8 | JON C. MADONNA | | For | For |
| 9 | DUSTAN E. MCCOY | | For | For |
| 10 | JAMES R. MOFFETT | | For | For |
| 11 | B. M. RANKIN, JR. | | For | For |
| 12 | STEPHEN H. SIEGELE | | For | For |
| 2 | APPROVAL, ON AN ADVISORY BASIS, OF | Management | Against | Against |
| THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM. | | | |
| 3 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| THE SELECTION OF A CANDIDATE WITH | | | |
| ENVIRONMENTAL EXPERTISE TO BE | | | |
| RECOMMENDED FOR ELECTION TO THE | | | |
| BOARD OF DIRECTORS. | | | |
| BEST BUY CO., INC. | | |
| Security | 086516101 | Meeting Type | Annual |
| Ticker Symbol | BBY | Meeting Date | 21-Jun-2012 |
| ISIN | US0865161014 | Agenda | 933631699 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | LISA M. CAPUTO | | For | For |
| 2 | KATHY J. HIGGINS VICTOR | | For | For |
| 3 | GERARD R. VITTECOQ | | For | For |
| 2 | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING FEBRUARY | | | |
| 2, 2013 | | | |
| 3 | TO CONDUCT AN ADVISORY VOTE TO | Management | Against | Against |
| APPROVE OUR NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 4 | TO APPROVE AN INCREASE IN THE | Management | Against | Against |
| AVAILABLE NUMBER OF SHARES UNDER | | | |
| THE BEST BUY CO., INC. 2008 EMPLOYEE | | | |
| STOCK PURCHASE PLAN. | | | |
| 5 | TO VOTE ON A SHAREHOLDER PROPOSAL | Shareholder | For | For |
| RECOMMENDING DECLASSIFICATION OF | | | |
| OUR BOARD OF DIRECTORS, IF PROPERLY | | | |
| PRESENTED AT THE MEETING. | | | |
Page 43 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| GOOGLE INC. | | |
| Security | 38259P508 | Meeting Type | Annual |
| Ticker Symbol | GOOG | Meeting Date | 21-Jun-2012 |
| ISIN | US38259P5089 | Agenda | 933632968 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | LARRY PAGE | | For | For |
| 2 | SERGEY BRIN | | For | For |
| 3 | ERIC E. SCHMIDT | | For | For |
| 4 | L. JOHN DOERR | | For | For |
| 5 | DIANE B. GREENE | | For | For |
| 6 | JOHN L. HENNESSY | | For | For |
| 7 | ANN MATHER | | For | For |
| 8 | PAUL S. OTELLINI | | For | For |
| 9 | K. RAM SHRIRAM | | For | For |
| 10 | SHIRLEY M. TILGHMAN | | For | For |
| 2 | THE RATIFICATION OF THE APPOINTMENT | Management | For | For |
| OF ERNST & YOUNG LLP AS GOOGLE'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2012. | | | |
| 3A | THE APPROVAL OF THE ADOPTION OF | Management | For | For |
| GOOGLE'S FOURTH AMENDED AND | | | |
| RESTATED CERTIFICATE OF | | | |
| INCORPORATION: THE APPROVAL OF THE | | | |
| ADOPTION OF AMENDMENTS TO GOOGLE'S | | | |
| THIRD AMENDED AND RESTATED | | | |
| CERTIFICATE OF INCORPORATION TO | | | |
| ESTABLISH THE CLASS C CAPITAL STOCK | | | |
| AND TO MAKE CERTAIN CLARIFYING | | | |
| CHANGES. | | | |
| 3B | THE APPROVAL OF THE ADOPTION OF | Management | Against | Against |
| GOOGLE'S FOURTH AMENDED AND | | | |
| RESTATED CERTIFICATE OF | | | |
| INCORPORATION: THE APPROVAL OF THE | | | |
| ADOPTION OF AMENDMENTS TO GOOGLE'S | | | |
| THIRD AMENDED AND RESTATED | | | |
| CERTIFICATE OF INCORPORATION TO | | | |
| INCREASE THE NUMBER OF AUTHORIZED | | | |
| SHARES OF CLASS A COMMON STOCK | | | |
| FROM 6 BILLION TO 9 BILLION. | | | |
| 3C | THE APPROVAL OF THE ADOPTION OF | Management | For | For |
| GOOGLE'S FOURTH AMENDED AND | | | |
| RESTATED CERTIFICATE OF | | | |
| INCORPORATION: THE APPROVAL OF THE | | | |
| ADOPTION OF AMENDMENTS TO GOOGLE'S | | | |
| THIRD AMENDED AND RESTATED | | | |
| CERTIFICATE OF INCORPORATION TO | | | |
| PROVIDE FOR THE TREATMENT OF SHARES | | | |
| OF CLASS A COMMON STOCK IN A MANNER | | | |
| THAT IS AT LEAST AS FAVORABLE AS THE | | | |
| SHARES OF CLASS B COMMON STOCK. | | | |
| 4 | THE APPROVAL OF GOOGLE'S 2012 STOCK | Management | Against | Against |
| PLAN. | | | |
| 5 | THE APPROVAL OF GOOGLE'S 2012 | Management | Against | Against |
| INCENTIVE COMPENSATION PLAN FOR | | | |
| EMPLOYEES AND CONSULTANTS OF | | | |
| MOTOROLA MOBILITY. | | | |
| 6 | A STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| AN ADVISORY VOTE ON POLITICAL | | | |
| CONTRIBUTIONS, IF PROPERLY PRESENTED | | | |
| AT THE MEETING. | | | |
| 7 | A STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| MANDATORY ARBITRATION OF CERTAIN | | | |
| SHAREHOLDER CLAIMS, IF PROPERLY | | | |
| PRESENTED AT THE MEETING. | | | |
| 8 | A STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| EQUAL SHAREHOLDER VOTING, IF | | | |
| PROPERLY PRESENTED AT THE MEETING. | | | |
Page 44 of 45
Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| BED BATH & BEYOND INC. | | |
| Security | 075896100 | Meeting Type | Annual |
| Ticker Symbol | BBBY | Meeting Date | 22-Jun-2012 |
| ISIN | US0758961009 | Agenda | 933647577 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: WARREN | Management | For | For |
| EISENBERG | | | |
| 1B | ELECTION OF DIRECTOR: LEONARD | Management | For | For |
| FEINSTEIN | | | |
| 1C | ELECTION OF DIRECTOR: STEVEN H. | Management | For | For |
| TEMARES | | | |
| 1D | ELECTION OF DIRECTOR: DEAN S. ADLER | Management | For | For |
| 1E | ELECTION OF DIRECTOR: STANLEY F. | Management | For | For |
| BARSHAY | | | |
| 1F | ELECTION OF DIRECTOR: KLAUS EPPLER | Management | For | For |
| 1G | ELECTION OF DIRECTOR: PATRICK R. | Management | For | For |
| GASTON | | | |
| 1H | ELECTION OF DIRECTOR: JORDAN HELLER | Management | For | For |
| 1I | ELECTION OF DIRECTOR: VICTORIA A. | Management | For | For |
| MORRISON | | | |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP | | | |
| 3 | TO APPROVE, BY NON-BINDING VOTE, THE | Management | For | For |
| 2011 COMPENSATION PAID TO THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 4 | TO APPROVE THE 2012 INCENTIVE | Management | Against | Against |
| COMPENSATION PLAN. | | | |
| MOBILE MINI, INC. | | |
| Security | 60740F105 | Meeting Type | Annual |
| Ticker Symbol | MINI | Meeting Date | 26-Jun-2012 |
| ISIN | US60740F1057 | Agenda | 933636942 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | JEFFREY S. GOBLE | | For | For |
|
| 2 | JAMES J. MARTELL | | For | For |
|
| 3 | STEPHEN A MCCONNELL | | For | For |
|
| 2 | RATIFICATION OF THE SELECTION OF | Management | For | For |
| ERNST & YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2012. | | | |
| 3 | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4 | RE-APPROVAL OF PERFORMANCE | Management | For | For |
| MEASURES UNDER THE MOBILE MINI, INC. | | | |
| 2006 EQUITY INCENTIVE PLAN. | | | |
Page 45 of 45
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| FLEXTRONICS INTERNATIONAL LTD. | | |
| Security | Y2573F102 | Meeting Type | Annual |
| Ticker Symbol | FLEX | Meeting Date | 22-Jul-2011 |
| ISIN | SG9999000020 | Agenda | 933476500 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: ROBERT L. | Management | For | For |
| EDWARDS | | | |
| 1B | ELECTION OF DIRECTOR: DANIEL H. | Management | For | For |
| SCHULMAN | | | |
| 2 | TO APPROVE THE RE-APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS | | | |
| FLEXTRONICS'S INDEPENDENT AUDITORS | | | |
| FOR THE 2012 FISCAL YEAR AND TO | | | |
| AUTHORIZE THE BOARD OF DIRECTORS TO | | | |
| FIX ITS REMUNERATION. | | | |
| 3 | TO APPROVE THE GENERAL | Management | For | For |
| AUTHORIZATION FOR THE DIRECTORS OF | | | |
| FLEXTRONICS TO ALLOT AND ISSUE | | | |
| ORDINARY SHARES. | | | |
| 4 | TO APPROVE CHANGES IN THE CASH | Management | Against | Against |
| COMPENSATION PAYABLE TO | | | |
| FLEXTRONICS'S NON-EMPLOYEE | | | |
| DIRECTORS AND THE CHAIRMAN OF THE | | | |
| BOARD OF DIRECTORS. | | | |
| 5 | TO APPROVE A NON-BINDING, ADVISORY | Management | Against | Against |
| RESOLUTION RELATING TO THE | | | |
| COMPENSATION OF FLEXTRONICS'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 6 | THE FREQUENCY OF A NON-BINDING, | Management | 1 Year | For |
| ADVISORY RESOLUTION TO APPROVE THE | | | |
| COMPENSATION OF FLEXTRONIC'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| S1 | EXTRAORDINARY GENERAL MEETING | Management | For | For |
| PROPOSAL: TO APPROVE THE RENEWAL OF | | | |
| THE SHARE PURCHASE MANDATE | | | |
| RELATING TO ACQUISITIONS BY | | | |
| FLEXTRONICS OF ITS OWN ISSUED | | | |
| ORDINARY SHARES. | | | |
| MCKESSON CORPORATION | | |
| Security | 58155Q103 | Meeting Type | Annual |
| Ticker Symbol | MCK | Meeting Date | 27-Jul-2011 |
| ISIN | US58155Q1031 | Agenda | 933483808 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: ANDY D. BRYANT | Management | For | For |
| 1B | ELECTION OF DIRECTOR: WAYNE A. BUDD | Management | For | For |
| 1C | ELECTION OF DIRECTOR: JOHN H. | Management | For | For |
| HAMMERGREN | | | |
| 1D | ELECTION OF DIRECTOR: ALTON F. IRBY III | Management | For | For |
| 1E | ELECTION OF DIRECTOR: M. CHRISTINE | Management | For | For |
| JACOBS | | | |
| 1F | ELECTION OF DIRECTOR: MARIE L. | Management | For | For |
| KNOWLES | | | |
| 1G | ELECTION OF DIRECTOR: DAVID M. | Management | For | For |
| LAWRENCE, M.D. | | | |
| 1H | ELECTION OF DIRECTOR: EDWARD A. | Management | For | For |
| MUELLER | | | |
| 1I | ELECTION OF DIRECTOR: JANE E. SHAW, | Management | For | For |
| PH.D. | | | |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE FISCAL | | | |
| YEAR ENDING MARCH 31, 2012. | | | |
| 3 | ADVISORY VOTE ON EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 4 | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | For |
| THE ADVISORY VOTE ON EXECUTIVE | | | |
| COMPENSATION. | | | |
| 5 | APPROVAL OF AN AMENDMENT TO OUR | Management | For | For |
| AMENDED AND RESTATED CERTIFICATE OF | | | |
| INCORPORATION ("CERTIFICATE OF | | | |
| INCORPORATION") TO REDUCE THE VOTE | | | |
| REQUIRED TO AMEND OUR CERTIFICATE OF | | | |
| INCORPORATION IN ANY MANNER THAT | | | |
| WILL ADVERSELY AFFECT HOLDERS OF | | | |
| SERIES A JUNIOR PARTICIPATING | | | |
| PREFERRED STOCK. | | | |
| 6 | APPROVAL OF AN AMENDMENT TO THE | Management | For | For |
| CERTIFICATE OF INCORPORATION TO | | | |
| REDUCE THE VOTE REQUIRED TO ADOPT, | | | |
| ALTER OR REPEAL ANY BY-LAW. | | | |
| 7 | APPROVAL OF AN AMENDMENT TO THE | Management | For | For |
| CERTIFICATE OF INCORPORATION TO | | | |
| ELIMINATE THE SUPERMAJORITY VOTING | | | |
| REQUIREMENTS, AND ASSOCIATED "FAIR | | | |
| PRICE" PROVISION, APPLICABLE TO | | | |
| CERTAIN BUSINESS COMBINATIONS. | | | |
| 8 | APPROVAL OF AN AMENDMENT TO THE | Management | Against | Against |
| CERTIFICATE OF INCORPORATION TO | | | |
| REMOVE A TRANSITIONAL PROVISION | | | |
| RELATED TO THE CLASSIFIED BOARD | | | |
| STRUCTURE ELIMINATED IN 2007. | | | |
| 9 | APPROVAL OF AN AMENDMENT TO THE | Management | For | For |
| CERTIFICATE OF INCORPORATION TO | | | |
| CONFORM THE "INTERESTED | | | |
| TRANSACTIONS" PROVISIONS AND THE | | | |
| STOCKHOLDER ACTION PROVISION TO | | | |
| APPLICABLE LAW. | | | |
| 10 | STOCKHOLDER PROPOSAL ON SIGNIFICANT | Shareholder | Against | For |
| EXECUTIVE STOCK RETENTION FOR TWO | | | |
| YEARS BEYOND RETIREMENT. | | | |
Page 1 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| ELECTRONIC ARTS INC. | | |
| Security | 285512109 | Meeting Type | Annual |
| Ticker Symbol | ERTS | Meeting Date | 28-Jul-2011 |
| ISIN | US2855121099 | Agenda | 933480294 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: LEONARD S. | Management | For | For |
| COLEMAN | | | |
| 1B | ELECTION OF DIRECTOR: JEFFREY T. | Management | For | For |
| HUBER | | | |
| 1C | ELECTION OF DIRECTOR: GERALDINE B. | Management | For | For |
| LAYBOURNE | | | |
| 1D | ELECTION OF DIRECTOR: GREGORY B. | Management | For | For |
| MAFFEI | | | |
| 1E | ELECTION OF DIRECTOR: VIVEK PAUL | Management | For | For |
| 1F | ELECTION OF DIRECTOR: LAWRENCE F. | Management | For | For |
| PROBST III | | | |
| 1G | ELECTION OF DIRECTOR: JOHN S. | Management | For | For |
| RICCITIELLO | | | |
| 1H | ELECTION OF DIRECTOR: RICHARD A. | Management | For | For |
| SIMONSON | | | |
| 1I | ELECTION OF DIRECTOR: LINDA J. SRERE | Management | For | For |
| 1J | ELECTION OF DIRECTOR: LUIS A. UBINAS | Management | For | For |
| 2 | APPROVE AN AMENDMENT TO THE 2000 | Management | Against | Against |
| EQUITY INCENTIVE PLAN. | | | |
| 3 | APPROVE AN AMENDMENT TO THE 2000 | Management | For | For |
| EMPLOYEE STOCK PURCHASE PLAN. | | | |
| 4 | ADVISORY VOTE ON THE COMPENSATION | Management | For | For |
| OF THE NAMED EXECUTIVE OFFICERS. | | | |
| 5 | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | For |
| HOLDING FUTURE ADVISORY VOTES ON | | | |
| THE COMPENSATION OF THE NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 6 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP AS INDEPENDENT AUDITORS FOR | | | |
| FISCAL YEAR 2012. | | | |
Page 2 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| ALLIANT TECHSYSTEMS INC. | | |
| Security | 018804104 | Meeting Type | Annual |
| Ticker Symbol | ATK | Meeting Date | 02-Aug-2011 |
| ISIN | US0188041042 | Agenda | 933482123 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | ROXANNE J. DECYK | | For | For |
| 2 | MARK W. DEYOUNG | | For | For |
| 3 | MARTIN C. FAGA | | For | For |
| 4 | RONALD R. FOGLEMAN | | For | For |
| 5 | APRIL H. FOLEY | | For | For |
| 6 | TIG H. KREKEL | | For | For |
| 7 | DOUGLAS L. MAINE | | For | For |
| 8 | ROMAN MARTINEZ IV | | For | For |
| 9 | MARK H. RONALD | | For | For |
| 10 | WILLIAM G. VAN DYKE | | For | For |
| 2 | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION | | | |
| 3 | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | For |
| FUTURE ADVISORY VOTES ON EXECUTIVE | | | |
| COMPENSATION | | | |
| 4 | APPROVAL OF EXECUTIVE OFFICER | Management | For | For |
| INCENTIVE PLAN, AS AMENDED AND | | | |
| RESTATED | | | |
| 5 | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM | | | |
| XILINX, INC. | | |
| Security | 983919101 | Meeting Type | Annual |
| Ticker Symbol | XLNX | Meeting Date | 10-Aug-2011 |
| ISIN | US9839191015 | Agenda | 933481715 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: PHILIP T. GIANOS | Management | For | For |
| 1B | ELECTION OF DIRECTOR: MOSHE N. | Management | For | For |
| GAVRIELOV | | | |
| 1C | ELECTION OF DIRECTOR: JOHN L. DOYLE | Management | For | For |
| 1D | ELECTION OF DIRECTOR: JERALD G. | Management | For | For |
| FISHMAN | | | |
| 1E | ELECTION OF DIRECTOR: WILLIAM G. | Management | For | For |
| HOWARD, JR. | | | |
| 1F | ELECTION OF DIRECTOR: J. MICHAEL | Management | For | For |
| PATTERSON | | | |
| 1G | ELECTION OF DIRECTOR: ALBERT A. | Management | For | For |
| PIMENTEL | | | |
| 1H | ELECTION OF DIRECTOR: MARSHALL C. | Management | For | For |
| TURNER | | | |
| 1I | ELECTION OF DIRECTOR: ELIZABETH W. | Management | For | For |
| VANDERSLICE | | | |
| 2 | APPROVE AN AMENDMENT TO 1990 | Management | For | For |
| EMPLOYEE QUALIFIED STOCK PURCHASE | | | |
| PLAN, ALL AS MORE FULLY DESCRIBED IN | | | |
| THE PROXY STATEMENT. | | | |
| 3 | APPROVE AN AMENDMENT TO THE 2007 | Management | For | For |
| EQUITY INCENTIVE PLAN, ALL AS MORE | | | |
| FULLY DESCRIBED IN THE PROXY | | | |
| STATEMENT. | | | |
| 4 | APPROVE CERTAIN PROVISIONS OF 2007 | Management | For | For |
| EQUITY INCENTIVE PLAN FOR PURPOSES | | | |
| OF COMPLYING WITH THE INTERNAL | | | |
| REVENUE CODE OF 1986. | | | |
| 5 | PROPOSAL TO APPROVE, ON AN ADVISORY | Management | For | For |
| BASIS, THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 6 | PROPOSAL TO RECOMMEND, ON AN | Management | 1 Year | For |
| ADVISORY BASIS, THE FREQUENCY OF | | | |
| VOTES ON EXECUTIVE COMPENSATION. | | | |
| 7 | PROPOSAL TO RATIFY THE APPOINTMENT | Management | For | For |
| OF ERNST & YOUNG LLP AS THE | | | |
| COMPANY'S EXTERNAL AUDITORS FOR | | | |
| FISCAL 2012. | | | |
Page 3 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| THE J. M. SMUCKER COMPANY | | |
| Security | 832696405 | Meeting Type | Annual |
| Ticker Symbol | SJM | Meeting Date | 17-Aug-2011 |
| ISIN | US8326964058 | Agenda | 933486068 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: VINCENT C. BYRD | Management | For | For |
| 1B | ELECTION OF DIRECTOR: R. DOUGLAS | Management | For | For |
| COWAN | | | |
| 1C | ELECTION OF DIRECTOR: ELIZABETH VALK | Management | For | For |
| LONG | | | |
| 1D | ELECTION OF DIRECTOR: MARK T. | Management | For | For |
| SMUCKER | | | |
| 2 | RATIFICATION OF APPOINTMENT OF ERNST | Management | For | For |
| & YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE 2012 FISCAL | | | |
| YEAR. | | | |
| 3 | APPROVAL OF THE NON-BINDING, | Management | For | For |
| ADVISORY VOTE ON EXECUTIVE | | | |
| COMPENSATION ("SAY-ON-PAY"). | | | |
| 4 | APPROVAL OF THE NON-BINDING, | Management | 1 Year | For |
| ADVISORY VOTE ON THE FREQUENCY OF | | | |
| FUTURE SAY-ON-PAY VOTES. THE | | | |
| BOARD OF DIRECTORS RECOMMENDS YOU | | | |
| VOTE "AGAINST" THE FOLLOWING | | | |
| PROPOSAL | | | |
| 5 | SHAREHOLDER PROPOSAL REQUESTING A | Shareholder | Against | For |
| COFFEE SUSTAINABILITY REPORT. | | | |
| PATTERSON COMPANIES, INC. | | |
| Security | 703395103 | Meeting Type | Annual |
| Ticker Symbol | PDCO | Meeting Date | 12-Sep-2011 |
| ISIN | US7033951036 | Agenda | 933495257 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | ANDRE B. LACY | | For | For |
| 2 | LES C. VINNEY | | For | For |
| 2 | ADVISORY APPROVAL OF EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 3 | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | N/A |
| SHAREHOLDER APPROVAL OF EXECUTIVE | | | |
| COMPENSATION. | | | |
| 4 | TO RATIFY THE SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING APRIL 28, | | | |
| 2012. | | | |
| LIONS GATE ENTERTAINMENT CORP. | | |
| Security | 535919203 | Meeting Type | Annual |
| Ticker Symbol | LGF | Meeting Date | 13-Sep-2011 |
| ISIN | CA5359192039 | Agenda | 933499407 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | NORMAN BACAL | | For | For |
| 2 | MICHAEL BURNS | | For | For |
| 3 | ARTHUR EVRENSEL | | For | For |
| 4 | JON FELTHEIMER | | For | For |
| 5 | FRANK GIUSTRA | | For | For |
| 6 | MORLEY KOFFMAN | | For | For |
| 7 | HARALD LUDWIG | | For | For |
| 8 | G. SCOTT PATERSON | | For | For |
| 9 | MARK H. RACHESKY, M.D. | | For | For |
| 10 | DARYL SIMM | | For | For |
| 11 | HARDWICK SIMMONS | | For | For |
| 12 | PHYLLIS YAFFE | | For | For |
| 2 | PROPOSAL TO REAPPOINT ERNST & YOUNG | Management | For | For |
| LLP AS THE INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE | | | |
| COMPANY. | | | |
| 3 | PROPOSAL TO CONDUCT AN ADVISORY | Management | For | For |
| VOTE TO APPROVE EXECUTIVE | | | |
| COMPENSATION. | | | |
| 4 | PROPOSAL TO CONDUCT AN ADVISORY | Management | 1 Year | For |
| VOTE ON THE FREQUENCY OF FUTURE | | | |
| ADVISORY VOTES ON EXECUTIVE | | | |
| COMPENSATION. | | | |
| 5 | IN THEIR DISCRETION, THE PROXIES ARE | Management | For | For |
| AUTHORIZED TO VOTE UPON SUCH OTHER | | | |
| BUSINESS AS MAY PROPERLY COME | | | |
| BEFORE THE MEETING. | | | |
Page 4 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| ABERCROMBIE & FITCH CO. | | |
| Security | 002896207 | Meeting Type | Special |
| Ticker Symbol | ANF | Meeting Date | 19-Sep-2011 |
| ISIN | US0028962076 | Agenda | 933367547 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | TO ADOPT THE AGREEMENT AND PLAN OF | Management | For | For |
| MERGER, DATED AS OF JANUARY 19, 2011, | | | |
| BETWEEN THE COMPANY AND | | | |
| ABERCROMBIE & FITCH CO., AN OHIO | | | |
| CORPORATION AND A WHOLLY-OWNED | | | |
| SUBSIDIARY OF THE COMPANY, BY WHICH | | | |
| THE COMPANY WILL EFFECT THE | | | |
| REINCORPORATION OF THE COMPANY | | | |
| FROM DELAWARE TO OHIO. | | | |
| 2 | TO APPROVE, IF NECESSARY, THE | Management | For | For |
| ADJOURNMENT OF THE SPECIAL MEETING | | | |
| TO SOLICIT ADDITIONAL PROXIES. | | | |
| 3 | SUCH OTHER BUSINESS AS MAY PROPERLY | Management | For | For |
| COME BEFORE THE SPECIAL MEETING OR | | | |
| ANY ADJOURNMENT THEREOF. | | | |
| DARDEN RESTAURANTS, INC. | | |
| Security | 237194105 | Meeting Type | Annual |
| Ticker Symbol | DRI | Meeting Date | 22-Sep-2011 |
| ISIN | US2371941053 | Agenda | 933494332 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | LEONARD L. BERRY | | For | For |
| 2 | ODIE C. DONALD | | For | For |
| 3 | CHRISTOPHER J. FRALEIGH | | For | For |
| 4 | VICTORIA D. HARKER | | For | For |
| 5 | DAVID H. HUGHES | | For | For |
| 6 | CHARLES A. LEDSINGER JR | | For | For |
| 7 | WILLIAM M. LEWIS, JR. | | For | For |
| 8 | SENATOR CONNIE MACK III | | For | For |
| 9 | ANDREW H. MADSEN | | For | For |
| 10 | CLARENCE OTIS, JR. | | For | For |
| 11 | MICHAEL D. ROSE | | For | For |
| 12 | MARIA A. SASTRE | | For | For |
| 2 | TO APPROVE THE AMENDED DARDEN | Management | For | For |
| RESTAURANTS, INC. EMPLOYEE STOCK | | | |
| PURCHASE PLAN. | | | |
| 3 | TO APPROVE AN ADVISORY RESOLUTION | Management | Against | Against |
| ON EXECUTIVE COMPENSATION. | | | |
| 4 | TO PROVIDE AN ADVISORY VOTE ON THE | Management | 1 Year | For |
| FREQUENCY OF FUTURE ADVISORY VOTES | | | |
| ON EXECUTIVE COMPENSATION. | | | |
| 5 | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING MAY 27, 2012. | | | |
Page 5 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| SEADRILL LIMITED | | |
| Security | G7945E105 | Meeting Type | Annual |
| Ticker Symbol | SDRL | Meeting Date | 23-Sep-2011 |
| ISIN | BMG7945E1057 | Agenda | 933496083 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | TO RE-ELECT JOHN FREDRIKSEN AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 2 | TO RE-ELECT TOR OLAV TROIM AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 3 | TO RE-ELECT KATE BLAKENSHIP AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 4 | TO RE-ELECT KATHRINE FREDRIKSEN AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 5 | TO RE-ELECT CARL ERIK STEEN AS A | Management | For | For |
| DIRECTOR OF THE COMPANY. | | | |
| 6 | PROPOSAL TO RE-APPOINT | Management | For | For |
| PRICEWATERHOUSECOOPERS, AS OF | | | |
| OSLO, NORWAY AS AUDITORS AND TO | | | |
| AUTHORIZE THE DIRECTORS TO | | | |
| DETERMINE THEIR REMUNERATION. | | | |
| 7 | PROPOSAL TO APPROVE THE | Management | For | For |
| REMUNERATION OF THE COMPANY'S | | | |
| BOARD OF DIRECTORS OF A TOTAL | | | |
| AMOUNT OF FEES NOT TO EXCEED | | | |
| US$800,000 FOR THE YEAR ENDED | | | |
| DECEMBER 31, 2011. | | | |
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | | |
| Security | 874054109 | Meeting Type | Annual |
| Ticker Symbol | TTWO | Meeting Date | 26-Sep-2011 |
| ISIN | US8740541094 | Agenda | 933496867 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | STRAUSS ZELNICK | | For | For |
| 2 | ROBERT A. BOWMAN | | For | For |
| 3 | SUNGHWAN CHO | | For | For |
| 4 | MICHAEL DORNEMANN | | For | For |
| 5 | BRETT ICAHN | | For | For |
| 6 | J. MOSES | | For | For |
| 7 | JAMES L. NELSON | | For | For |
| 8 | MICHAEL SHERESKY | | For | For |
| 2 | APPROVAL OF THE AMENDMENT TO THE | Management | Against | Against |
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | | | |
| 2009 STOCK INCENTIVE PLAN. | | | |
| 3 | APPROVAL OF THE MANAGEMENT | Management | For | For |
| AGREEMENT, DATED AS OF MAY 20, 2011, | | | |
| BY AND BETWEEN ZELNICK MEDIA | | | |
| CORPORATION AND TAKE-TWO | | | |
| INTERACTIVE SOFTWARE, INC. | | | |
| 4 | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION OF THE NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 5 | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | For |
| HOLDING FUTURE ADVISORY VOTES TO | | | |
| APPROVE THE COMPENSATION OF THE | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 6 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING MARCH 31, | | | |
| 2012. | | | |
Page 6 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| CINTAS CORPORATION | | |
| Security | 172908105 | Meeting Type | Annual |
| Ticker Symbol | CTAS | Meeting Date | 18-Oct-2011 |
| ISIN | US1729081059 | Agenda | 933504082 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| | | | |
| 1A | ELECTION OF DIRECTOR: GERALD S. | Management | For | For |
| ADOLPH | | | |
| 1B | ELECTION OF DIRECTOR: MELANIE W. | Management | For | For |
| BARSTAD | | | |
| 1C | ELECTION OF DIRECTOR: RICHARD T. | Management | For | For |
| FARMER | | | |
| 1D | ELECTION OF DIRECTOR: SCOTT D. FARMER | Management | For | For |
| 1E | ELECTION OF DIRECTOR: JAMES J. | Management | For | For |
| JOHNSON | | | |
| 1F | ELECTION OF DIRECTOR: ROBERT J. | Management | For | For |
| KOHLHEPP | | | |
| 1G | ELECTION OF DIRECTOR: DAVID C. PHILLIPS | Management | For | For |
| 1H | ELECTION OF DIRECTOR: JOSEPH | Management | For | For |
| SCAMINACE | | | |
| 1I | ELECTION OF DIRECTOR: RONALD W. | Management | For | For |
| TYSOE | | | |
| 2 | ADVISORY RESOLUTION ON NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 3 | TO HOLD AN ADVISORY VOTE ON THE | Management | 1 Year | For |
| FREQUENCY OF SHAREHOLDER VOTES ON | | | |
| OUR NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 4 | TO RATIFY ERNST & YOUNG LLP AS OUR | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR FISCAL YEAR 2012. | | | |
| LINEAR TECHNOLOGY CORPORATION | | |
| Security | 535678106 | Meeting Type | Annual |
| Ticker Symbol | LLTC | Meeting Date | 02-Nov-2011 |
| ISIN | US5356781063 | Agenda | 933508472 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | ROBERT H. SWANSON, JR. | | For | For |
| 2 | LOTHAR MAIER | | For | For |
| 3 | ARTHUR C. AGNOS | | For | For |
| 4 | JOHN J. GORDON | | For | For |
| 5 | DAVID S. LEE | | For | For |
| 6 | RICHARD M. MOLEY | | For | For |
| 7 | THOMAS S. VOLPE | | For | For |
| 2 | AN ADVISORY VOTE ON EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 3 | AN ADVISORY VOTE ON THE FREQUENCY | Management | 1 Year | Against |
| OF EXECUTIVE COMPENSATION VOTES. | | | |
| 4 | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF | | | |
| THE COMPANY FOR THE FISCAL YEAR | | | |
| ENDING JULY 1, 2012. | | | |
Page 7 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| COACH, INC. | | |
| Security | 189754104 | Meeting Type | Annual |
| Ticker Symbol | COH | Meeting Date | 03-Nov-2011 |
| ISIN | US1897541041 | Agenda | 933508408 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | LEW FRANKFORT | | For | For |
| 2 | SUSAN KROPF | | For | For |
| 3 | GARY LOVEMAN | | For | For |
| 4 | IVAN MENEZES | | For | For |
| 5 | IRENE MILLER | | For | For |
| 6 | MICHAEL MURPHY | | For | For |
| 7 | JIDE ZEITLIN | | For | For |
| 2 | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR FISCAL YEAR 2012 | | | |
| 3 | TO HOLD A NON-BINDING ADVISORY VOTE | Management | Against | Against |
| ON EXECUTIVE COMPENSATION | | | |
| 4 | TO HOLD A NON-BINDING ADVISORY VOTE | Management | 1 Year | For |
| ON THE FREQUENCY OF FUTURE ADVISORY | | | |
| VOTES ON EXECUTIVE COMPENSATION | | | |
| JDS UNIPHASE CORPORATION | | |
| Security | 46612J507 | Meeting Type | Annual |
| Ticker Symbol | JDSU | Meeting Date | 16-Nov-2011 |
| ISIN | US46612J5074 | Agenda | 933511633 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | PENELOPE A. HERSCHER | | For | For |
| 2 | MASOOD JABBAR | | For | For |
| 3 | THOMAS WAECHTER | | For | For |
| 2 | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| INDEPENDENT PUBLIC ACCOUNTING FIRM | | | |
| FOR JDS UNIPHASE CORPORATION FOR | | | |
| THE FISCAL YEAR ENDING JUNE 30, 2012. | | | |
| 3 | TO APPROVE, BY NON-BINDING ADVISORY | Management | Against | Against |
| VOTE, THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4 | TO RECOMMEND, BY NON-BINDING | Management | 1 Year | For |
| ADVISORY VOTE, THE FREQUENCY OF THE | | | |
| ADVISORY VOTE ON THE COMPENSATION | | | |
| OF OUR NAMED EXECUTIVE OFFICERS. | | | |
| RESMED INC. | | |
| Security | 761152107 | Meeting Type | Annual |
| Ticker Symbol | RMD | Meeting Date | 16-Nov-2011 |
| ISIN | US7611521078 | Agenda | 933512041 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: CHRISTOPHER | Management | For | For |
| ROBERTS | | | |
| 1B | ELECTION OF DIRECTOR: JOHN WAREHAM | Management | For | For |
| 2 | TO APPROVE THE AMENDMENT TO THE 2009 | Management | Against | Against |
| INCENTIVE AWARD PLAN, WHICH IN PART | | | |
| INCREASES THE NUMBER OF SHARES | | | |
| AUTHORIZED FOR ISSUANCE UNDER THE | | | |
| PLAN FROM 22,921,650 (POST SPLIT) TO | | | |
| 35,475,000 SHARES. | | | |
| 3 | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION PAID TO OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4 | TO SELECT THE FREQUENCY OF FUTURE | Management | 1 Year | For |
| ADVISORY VOTES ON EXECUTIVE | | | |
| COMPENSATION EVERY YEAR, EVERY TWO | | | |
| YEARS OR EVERY THREE YEARS, AS | | | |
| INDICATED. | | | |
| 5 | RATIFICATION OF THE SELECTION OF KPMG | Management | For | For |
| LLP AS OUR INDEPENDENT AUDITORS FOR | | | |
| THE FISCAL YEAR ENDING JUNE 30, 2012. | | | |
Page 8 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| MAXIM INTEGRATED PRODUCTS, INC. | | |
| Security | 57772K101 | Meeting Type | Annual |
| Ticker Symbol | MXIM | Meeting Date | 16-Nov-2011 |
| ISIN | US57772K1016 | Agenda | 933513233 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | TUNC DOLUCA | | For | For |
| 2 | B. KIPLING HAGOPIAN | | For | For |
| 3 | JAMES R. BERGMAN | | For | For |
| 4 | JOSEPH R. BRONSON | | For | For |
| 5 | ROBERT E. GRADY | | For | For |
| 6 | WILLIAM D. WATKINS | | For | For |
| 7 | A.R. FRANK WAZZAN | | For | For |
| 2 | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS MAXIM'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING JUNE 30, | | | |
| 2012. | | | | |
| 3 | TO RATIFY AND APPROVE AN AMENDMENT | Management | For | For |
| TO MAXIM'S 2008 EMPLOYEE STOCK | | | |
| PURCHASE PLAN TO INCREASE THE | | | |
| NUMBER OF SHARES AVAILABLE FOR | | | |
| ISSUANCE THEREUNDER BY 2,000,000 | | | |
| SHARES. | | | | |
| 4 | TO RATIFY AND APPROVE AN AMENDMENT | Management | Against | Against |
| TO MAXIM'S AMENDED AND RESTATED 1996 | | | |
| STOCK INCENTIVE PLAN TO INCREASE THE | | | |
| NUMBER OF SHARES AVAILABLE FOR | | | |
| ISSUANCE THEREUNDER BY 7,000,000 | | | |
| SHARES. | | | | |
| 5 | TO APPROVE THE COMPENSATION OF | Management | Against | Against |
| MAXIM'S NAMED EXECUTIVE OFFICERS | | | |
| PURSUANT TO AN ADVISORY VOTE | | | |
| THEREON. | | | | |
| 6 | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | For |
| FUTURE ADVISORY VOTES ON THE | | | |
| COMPENSATION OF MAXIM'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| NALCO HOLDING COMPANY | | |
| Security | 62985Q101 | Meeting Type | Special |
| Ticker Symbol | NLC | Meeting Date | 30-Nov-2011 |
| ISIN | US62985Q1013 | Agenda | 933522547 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | ADOPT THE AGREEMENT AND PLAN OF | Management | For | For |
| MERGER DATED AS OF JULY 19, 2011 | | | |
| AMONG ECOLAB, INC., SUSTAINABILITY | | | |
| PARTNERS CORPORATION, A WHOLLY- | | | |
| OWNED SUBSIDIARY OF ECOLAB INC. AND | | | |
| NALCO HOLDING COMPANY. | | | |
| 2 | VOTE, ON A NON-BINDING ADVISORY BASIS, | Management | For | For |
| TO APPROVE THE COMPENSATION THAT | | | |
| MAY BECOME PAYABLE TO NALCO'S NAMED | | | |
| EXECUTIVE OFFICERS IN CONNECTION | | | |
| WITH THE COMPLETION OF THE | | | |
| TRANSACTIONS IN THE MERGER. | | | |
| 3 | ADJOURN THE NALCO SPECIAL MEETING, IF | Management | For | For |
| NECESSARY OR APPROPRIATE, TO SOLICIT | | | |
| ADDITIONAL PROXIES IF THERE ARE NOT | | | |
| SUFFICIENT VOTES TO APPROVE | | | |
| PROPOSAL 1. | | | |
Page 9 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| THE SCOTTS MIRACLE-GRO CO. | | |
| Security | 810186106 | Meeting Type | Annual |
| Ticker Symbol | SMG | Meeting Date | 19-Jan-2012 |
| ISIN | US8101861065 | Agenda | 933534895 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | ALAN H. BARRY | | For | For |
| 2 | THOMAS N. KELLY JR. | | For | For |
| 3 | CARL F. KOHRT, PH.D. | | For | For |
| 4 | JOHN S. SHIELY | | For | For |
| 2 | APPROVAL, ON AN ADVISORY BASIS, OF | Management | For | For |
| THE COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 3 | RECOMMENDATION, ON AN ADVISORY | Management | 1 Year | For |
| BASIS, REGARDING THE FREQUENCY WITH | | | |
| WHICH FUTURE ADVISORY VOTES ON | | | |
| EXECUTIVE COMPENSATION WILL OCCUR. | | | |
| 4 | RATIFICATION OF THE SELECTION OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE FISCAL | | | |
| YEAR ENDING SEPTEMBER 30, 2012. | | | |
| MUELLER WATER PRODUCTS INC. | | |
| Security | 624758108 | Meeting Type | Annual |
| Ticker Symbol | MWA | Meeting Date | 25-Jan-2012 |
| ISIN | | Agenda | 933535493 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | HOWARD L. CLARK, JR. | | For | For |
| 2 | SHIRLEY C. FRANKLIN | | For | For |
| 3 | THOMAS J. HANSEN | | For | For |
| 4 | GREGORY E. HYLAND | | For | For |
| 5 | JERRY W. KOLB | | For | For |
| 6 | JOSEPH B. LEONARD | | For | For |
| 7 | MARK J. O'BRIEN | | For | For |
| 8 | BERNARD G. RETHORE | | For | For |
| 9 | NEIL A. SPRINGER | | For | For |
| 10 | LYDIA W. THOMAS | | For | For |
| 11 | MICHAEL T. TOKARZ | | For | For |
| 2 | TO APPROVE, BY NON-BINDING VOTE, | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 3 | TO AMEND THE AMENDED AND RESTATED | Management | For | For |
| 2006 STOCK INCENTIVE PLAN. | | | |
| 4 | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR FISCAL 2012. | | | |
Page 10 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| D.R. HORTON, INC. | | |
| Security | 23331A109 | Meeting Type | Annual |
| Ticker Symbol | DHI | Meeting Date | 26-Jan-2012 |
| ISIN | US23331A1097 | Agenda | 933538689 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: DONALD R. | Management | Against | Against |
| HORTON | | | |
| 1B | ELECTION OF DIRECTOR: BRADLEY S. | Management | Against | Against |
| ANDERSON | | | |
| 1C | ELECTION OF DIRECTOR: MICHAEL R. | Management | Against | Against |
| BUCHANAN | | | |
| 1D | ELECTION OF DIRECTOR: MICHAEL W. | Management | Against | Against |
| HEWATT | | | |
| 1E | ELECTION OF DIRECTOR: BOB G. SCOTT | Management | Against | Against |
| 1F | ELECTION OF DIRECTOR: DONALD J. | Management | Against | Against |
| TOMNITZ | | | |
| 2 | ADVISORY VOTE AS TO EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3 | ADVISORY VOTE AS TO THE FREQUENCY OF | Management | 1 Year | For |
| FUTURE ADVISORY VOTES ON EXECUTIVE | | | |
| COMPENSATION. | | | |
| 4 | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| ROCKWELL AUTOMATION, INC. | | |
| Security | 773903109 | Meeting Type | Annual |
| Ticker Symbol | ROK | Meeting Date | 07-Feb-2012 |
| ISIN | US7739031091 | Agenda | 933539124 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| A | DIRECTOR | | Management | | |
| 1 | BETTY C. ALEWINE | | For | For |
| 2 | VERNE G. ISTOCK | | For | For |
| 3 | DAVID B. SPEER | | For | For |
| B | TO APPROVE THE SELECTION OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS THE CORPORATION'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| C | TO APPROVE THE CORPORATION'S 2012 | Management | Against | Against |
| LONG-TERM INCENTIVES PLAN. | | | |
| D | TO APPROVE ON AN ADVISORY BASIS THE | Management | For | For |
| COMPENSATION OF THE CORPORATION'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| HELMERICH & PAYNE, INC. | | |
| Security | 423452101 | Meeting Type | Annual |
| Ticker Symbol | HP | Meeting Date | 07-Mar-2012 |
| ISIN | US4234521015 | Agenda | 933547727 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | DONALD F. ROBILLARD, JR | | For | For |
| 2 | HON. FRANCIS ROONEY | | For | For |
| 3 | EDWARD B. RUST, JR | | For | For |
| 2 | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| AUDITORS FOR 2012. | | | |
| 3 | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4A | AMENDMENT TO THE COMPANY'S AMENDED | Management | For | For |
| AND RESTATED CERTIFICATE OF | | | |
| INCORPORATION TO IMPLEMENT A | | | |
| STAGGERED DECLASSIFICATION OF THE | | | |
| BOARD OF DIRECTORS OVER A THREE- | | | |
| YEAR PERIOD. | | | |
| 4B | AMENDMENT TO THE COMPANY'S AMENDED | Management | For | For |
| AND RESTATED CERTIFICATE OF | | | |
| INCORPORATION TO CONFIRM THAT FROM | | | |
| AND AFTER THE 2015 ANNUAL MEETING, | | | |
| DIRECTORS MAY BE REMOVED BY THE | | | |
| STOCKHOLDERS WITH OR WITHOUT CAUSE. | | | |
Page 11 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| NORTHERN TRUST CORPORATION | | |
| Security | 665859104 | Meeting Type | Annual |
| Ticker Symbol | NTRS | Meeting Date | 17-Apr-2012 |
| ISIN | US6658591044 | Agenda | 933556257 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | LINDA WALKER BYNOE | | For | For |
| 2 | NICHOLAS D. CHABRAJA | | For | For |
| 3 | SUSAN CROWN | | For | For |
| 4 | DIPAK C. JAIN | | For | For |
| 5 | ROBERT W. LANE | | For | For |
| 6 | EDWARD J. MOONEY | | For | For |
| 7 | JOHN W. ROWE | | For | For |
| 8 | MARTIN P. SLARK | | For | For |
| 9 | DAVID H.B. SMITH, JR. | | For | For |
| 10 | CHARLES A. TRIBBETT III | | For | For |
| 11 | FREDERICK H. WADDELL | | For | For |
| 2 | APPROVAL, BY AN ADVISORY VOTE, OF THE | Management | For | For |
| 2011 COMPENSATION OF THE | | | |
| CORPORATION'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | | |
| 3 | APPROVAL OF THE NORTHERN TRUST | Management | Against | Against |
| CORPORATION 2012 STOCK PLAN. | | | |
| 4 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP AS THE CORPORATION'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2012. THE | | | |
| BOARD OF DIRECTORS RECOMMENDS YOU | | | |
| VOTE "AGAINST" THE FOLLOWING | | | |
| PROPOSALS. | | | |
| 5 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| ACCELERATED VESTING OF EQUITY | | | |
| AWARDS IN A CHANGE IN CONTROL | | | |
| SITUATION, IF PROPERLY PRESENTED AT | | | |
| THE ANNUAL MEETING. | | | |
| 6 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| INDEPENDENCE OF THE BOARD CHAIRMAN, | | | |
| IF PROPERLY PRESENTED AT THE ANNUAL | | | |
| MEETING. | | | | |
| FIRST HORIZON NATIONAL CORPORATION | | |
| Security | 320517105 | Meeting Type | Annual |
| Ticker Symbol | FHN | Meeting Date | 17-Apr-2012 |
| ISIN | US3205171057 | Agenda | 933559695 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: ROBERT B. | Management | For | For |
| CARTER | | | |
| 1B | ELECTION OF DIRECTOR: JOHN C. | Management | For | For |
| COMPTON | | | |
| 1C | ELECTION OF DIRECTOR: MARK A. EMKES | Management | For | For |
| 1D | ELECTION OF DIRECTOR: VICKY B. GREGG | Management | For | For |
| 1E | ELECTION OF DIRECTOR: JAMES A. HASLAM, | Management | For | For |
| III | | | |
| 1F | ELECTION OF DIRECTOR: D. BRYAN JORDAN | Management | For | For |
| 1G | ELECTION OF DIRECTOR: R. BRAD MARTIN | Management | For | For |
| 1H | ELECTION OF DIRECTOR: SCOTT M. | Management | For | For |
| NISWONGER | | | |
| 1I | ELECTION OF DIRECTOR: VICKI R. PALMER | Management | For | For |
| 1J | ELECTION OF DIRECTOR: COLIN V. REED | Management | For | For |
| 1K | ELECTION OF DIRECTOR: LUKE YANCY III | Management | For | For |
| 2 | APPROVAL OF THE 2003 EQUITY | Management | Against | Against |
| COMPENSATION PLAN, AS PROPOSED TO | | | |
| BE AMENDED AND RESTATED | | | |
| 3 | APPROVAL OF THE 2002 MANAGEMENT | Management | Against | Against |
| INCENTIVE PLAN, AS PROPOSED TO BE | | | |
| AMENDED AND RESTATED | | | |
| 4 | APPROVAL OF AN ADVISORY RESOLUTION | Management | For | For |
| TO APPROVE EXECUTIVE COMPENSATION | | | |
| 5 | RATIFICATION OF APPOINTMENT OF KPMG | Management | For | For |
| LLP AS AUDITORS | | | |
Page 12 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| DISCOVER FINANCIAL SERVICES | | |
| Security | 254709108 | Meeting Type | Annual |
| Ticker Symbol | DFS | Meeting Date | 18-Apr-2012 |
| ISIN | US2547091080 | Agenda | 933557247 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: JEFFREY S. | Management | For | For |
| ARONIN | | | |
| 1B | ELECTION OF DIRECTOR: MARY K. BUSH | Management | For | For |
| 1C | ELECTION OF DIRECTOR: GREGORY C. | Management | For | For |
| CASE | | | |
| 1D | ELECTION OF DIRECTOR: ROBERT M. | Management | For | For |
| DEVLIN | | | |
| 1E | ELECTION OF DIRECTOR: CYNTHIA A. | Management | For | For |
| GLASSMAN | | | |
| 1F | ELECTION OF DIRECTOR: RICHARD H. | Management | For | For |
| LENNY | | | |
| 1G | ELECTION OF DIRECTOR: THOMAS G. | Management | For | For |
| MAHERAS | | | |
| 1H | ELECTION OF DIRECTOR: MICHAEL H. | Management | For | For |
| MOSKOW | | | |
| 1I | ELECTION OF DIRECTOR: DAVID W. NELMS | Management | For | For |
| 1J | ELECTION OF DIRECTOR: E. FOLLIN SMITH | Management | For | For |
| 1K | ELECTION OF DIRECTOR: LAWRENCE A. | Management | For | For |
| WEINBACH | | | |
| 2 | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 3 | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM. | | | |
| LASALLE HOTEL PROPERTIES | | |
| Security | 517942108 | Meeting Type | Annual |
| Ticker Symbol | LHO | Meeting Date | 20-Apr-2012 |
| ISIN | US5179421087 | Agenda | 933553162 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | JEFFREY T. FOLAND | | For | For |
| 2 | DARRYL HARTLEY-LEONARD | | For | For |
| 3 | WILLIAM S. MCCALMONT | | For | For |
| 2 | TO RATIFY THE APPOINTMENT OF THE | Management | For | For |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTANTS FOR THE YEAR | | | |
| ENDING DECEMBER 31, 2012. | | | |
| 3 | TO APPROVE, BY NON-BINDING VOTE, | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| HANESBRANDS INC. | | |
| Security | 410345102 | Meeting Type | Annual |
| Ticker Symbol | HBI | Meeting Date | 24-Apr-2012 |
| ISIN | US4103451021 | Agenda | 933554619 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | LEE A. CHADEN | | For | For |
| 2 | BOBBY J. GRIFFIN | | For | For |
| 3 | JAMES C. JOHNSON | | For | For |
| 4 | JESSICA T. MATHEWS | | For | For |
| 5 | J. PATRICK MULCAHY | | For | For |
| 6 | RONALD L. NELSON | | For | For |
| 7 | RICHARD A. NOLL | | For | For |
| 8 | ANDREW J. SCHINDLER | | For | For |
| 9 | ANN E. ZIEGLER | | For | For |
| 2 | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| HANESBRANDS' INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR HANESBRANDS' 2012 FISCAL YEAR | | | |
| 3 | TO APPROVE, BY A NON-BINDING, | Management | Against | Against |
| ADVISORY VOTE, EXECUTIVE | | | |
| COMPENSATION AS DESCRIBED IN THE | | | |
| PROXY STATEMENT FOR THE ANNUAL | | | |
| MEETING | | | | |
Page 13 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| ASSOCIATED BANC-CORP | | |
| Security | 045487105 | Meeting Type | Annual |
| Ticker Symbol | ASBC | Meeting Date | 24-Apr-2012 |
| ISIN | US0454871056 | Agenda | 933558718 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | JOHN F. BERGSTROM | | For | For |
| 2 | RUTH M. CROWLEY | | For | For |
| 3 | PHILIP B. FLYNN | | For | For |
| 4 | RONALD R. HARDER | | For | For |
| 5 | WILLIAM R. HUTCHINSON | | For | For |
| 6 | ROBERT A. JEFFE | | For | For |
| 7 | EILEEN A. KAMERICK | | For | For |
| 8 | RICHARD T. LOMMEN | | For | For |
| 9 | J. DOUGLAS QUICK | | For | For |
| 10 | JOHN C. SERAMUR | | For | For |
| 11 | KAREN T. VAN LITH | | For | For |
| 12 | JOHN (JAY) B. WILLIAMS | | For | For |
| 2 | THE AMENDMENT OF THE AMENDED AND | Management | For | For |
| RESTATED ARTICLES OF INCORPORATION | | | |
| OF ASSOCIATED BANC-CORP REGARDING | | | |
| THE RIGHTS AND PREFERENCES OF | | | |
| PREFERRED STOCK. | | | |
| 3 | ADVISORY APPROVAL OF ASSOCIATED | Management | For | For |
| BANC-CORP'S NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 4 | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | For |
| ADVISORY APPROVAL OF ASSOCIATED | | | |
| BANC-CORP'S NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 5 | THE RATIFICATION OF THE SELECTION OF | Management | For | For |
| KPMG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR ASSOCIATED BANC-CORP FOR THE | | | |
| YEAR ENDING DECEMBER 31, 2012. | | | |
Page 14 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| SUNTRUST BANKS, INC. | | |
| Security | 867914103 | Meeting Type | Annual |
| Ticker Symbol | STI | Meeting Date | 24-Apr-2012 |
| ISIN | US8679141031 | Agenda | 933562236 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: ROBERT M. BEALL, | Management | For | For |
| II | | | |
| 1B | ELECTION OF DIRECTOR: ALSTON D. | Management | For | For |
| CORRELL | | | |
| 1C | ELECTION OF DIRECTOR: JEFFREY C. | Management | For | For |
| CROWE | | | |
| 1D | ELECTION OF DIRECTOR: BLAKE P. | Management | For | For |
| GARRETT, JR. | | | |
| 1E | ELECTION OF DIRECTOR: DAVID H. HUGHES | Management | For | For |
| 1F | ELECTION OF DIRECTOR: M. DOUGLAS | Management | For | For |
| IVESTER | | | |
| 1G | ELECTION OF DIRECTOR: KYLE PRECHTL | Management | For | For |
| LEGG | | | |
| 1H | ELECTION OF DIRECTOR: WILLIAM A. | Management | For | For |
| LINNENBRINGER | | | |
| 1I | ELECTION OF DIRECTOR: G. GILMER MINOR, | Management | For | For |
| III | | | |
| 1J | ELECTION OF DIRECTOR: DONNA MOREA | Management | For | For |
| 1K | ELECTION OF DIRECTOR: DAVID M. | Management | For | For |
| RATCLIFFE | | | |
| 1L | ELECTION OF DIRECTOR: WILLIAM H. | Management | For | For |
| ROGERS, JR. | | | |
| 1M | ELECTION OF DIRECTOR: THOMAS R. | Management | For | For |
| WATJEN | | | |
| 1N | ELECTION OF DIRECTOR: DR. PHAIL WYNN, | Management | For | For |
| JR. | | | |
| 2 | PROPOSAL TO RATIFY THE APPOINTMENT | Management | For | For |
| OF ERNST & YOUNG LLP AS INDEPENDENT | | | |
| AUDITORS FOR 2012. | | | |
| 3 | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| MDU RESOURCES GROUP, INC. | | |
| Security | 552690109 | Meeting Type | Annual |
| Ticker Symbol | MDU | Meeting Date | 24-Apr-2012 |
| ISIN | US5526901096 | Agenda | 933562589 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: THOMAS EVERIST | Management | For | For |
| 1B | ELECTION OF DIRECTOR: KAREN B. FAGG | Management | For | For |
| 1C | ELECTION OF DIRECTOR: TERRY D. | Management | For | For |
| HILDESTAD | | | |
| 1D | ELECTION OF DIRECTOR: A. BART HOLADAY | Management | For | For |
| 1E | ELECTION OF DIRECTOR: DENNIS W. | Management | For | For |
| JOHNSON | | | |
| 1F | ELECTION OF DIRECTOR: THOMAS C. | Management | For | For |
| KNUDSON | | | |
| 1G | ELECTION OF DIRECTOR: RICHARD H. LEWIS | Management | For | For |
| 1H | ELECTION OF DIRECTOR: PATRICIA L. MOSS | Management | For | For |
| 1I | ELECTION OF DIRECTOR: HARRY J. PEARCE | Management | For | For |
| 1J | ELECTION OF DIRECTOR: JOHN K. WILSON | Management | For | For |
| 2 | RATIFICATION OF DELOITTE & TOUCHE LLP | Management | For | For |
| AS THE COMPANY'S INDEPENDENT | | | |
| AUDITORS FOR 2012. | | | |
| 3 | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
Page 15 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| CELESTICA INC. | | |
| Security | 15101Q108 | Meeting Type | Annual |
| Ticker Symbol | CLS | Meeting Date | 24-Apr-2012 |
| ISIN | CA15101Q1081 | Agenda | 933569355 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | DAN DIMAGGIO | | Withheld | Against |
| 2 | WILLIAM A. ETHERINGTON | | Withheld | Against |
| 3 | LAURETTE KOELLNER | | Withheld | Against |
| 4 | CRAIG H. MUHLHAUSER | | Withheld | Against |
| 5 | JOSEPH M. NATALE | | Withheld | Against |
| 6 | EAMON J. RYAN | | Withheld | Against |
| 7 | GERALD W. SCHWARTZ | | Withheld | Against |
| 8 | MICHAEL WILSON | | Withheld | Against |
| 2 | APPOINTMENT OF KPMG LLP AS AUDITOR | Management | For | For |
| AND AUTHORIZATION OF THE BOARD OF | | | |
| DIRECTORS OF CELESTICA INC. TO FIX THE | | | |
| REMUNERATION OF THE AUDITOR. | | | |
| 3 | ADVISORY RESOLUTION ON CELESTICA | Management | For | For |
| INC.'S APPROACH TO EXECUTIVE | | | |
| COMPENSATION. | | | |
| NOBLE ENERGY, INC. | | |
| Security | 655044105 | Meeting Type | Annual |
| Ticker Symbol | NBL | Meeting Date | 24-Apr-2012 |
| ISIN | US6550441058 | Agenda | 933575043 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1.1 | ELECTION OF DIRECTOR: JEFFREY L. | Management | For | For |
| BERENSON | | | |
| 1.2 | ELECTION OF DIRECTOR: MICHAEL A. | Management | For | For |
| CAWLEY | | | |
| 1.3 | ELECTION OF DIRECTOR: EDWARD F. COX | Management | For | For |
| 1.4 | ELECTION OF DIRECTOR: CHARLES D. | Management | For | For |
| DAVIDSON | | | |
| 1.5 | ELECTION OF DIRECTOR: THOMAS J. | Management | For | For |
| EDELMAN | | | |
| 1.6 | ELECTION OF DIRECTOR: ERIC P. GRUBMAN | Management | For | For |
| 1.7 | ELECTION OF DIRECTOR: KIRBY L. HEDRICK | Management | For | For |
| 1.8 | ELECTION OF DIRECTOR: SCOTT D. URBAN | Management | For | For |
| 1.9 | ELECTION OF DIRECTOR: WILLIAM T. VAN | Management | For | For |
| KLEEF | | | |
| 2 | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE COMPANY'S INDEPENDENT | | | |
| AUDITOR. | | | |
| 3 | TO APPROVE IN A NON-BINDING ADVISORY | Management | Against | Against |
| VOTE, THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 4 | TO APPROVE AN AMENDMENT TO THE | Management | For | For |
| COMPANY'S CERTIFICATE OF | | | |
| INCORPORATION TO (I) INCREASE THE | | | |
| NUMBER OF AUTHORIZED SHARES OF | | | |
| COMMON STOCK FROM 250 MILLION | | | |
| SHARES TO 500 MILLION SHARES AND (II) | | | |
| REDUCE THE PAR VALUE OF THE | | | |
| COMPANY'S COMMON STOCK FROM $3.33 | | | |
| 1/3 PER SHARE TO $0.01 PER SHARE. | | | |
| W.W. GRAINGER, INC. | | |
| Security | 384802104 | Meeting Type | Annual |
| Ticker Symbol | GWW | Meeting Date | 25-Apr-2012 |
| ISIN | US3848021040 | Agenda | 933564800 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | BRIAN P. ANDERSON | | For | For |
| 2 | WILBUR H. GANTZ | | For | For |
| 3 | V. ANN HAILEY | | For | For |
| 4 | WILLIAM K. HALL | | For | For |
| 5 | STUART L. LEVENICK | | For | For |
| 6 | JOHN W. MCCARTER, JR. | | For | For |
| 7 | NEIL S. NOVICH | | For | For |
| 8 | MICHAEL J. ROBERTS | | For | For |
| 9 | GARY L. ROGERS | | For | For |
| 10 | JAMES T. RYAN | | For | For |
|
| 11 | E. SCOTT SANTI | | For | For |
|
| 12 | JAMES D. SLAVIK | | For | For |
|
| 2 | PROPOSAL TO RATIFY THE APPOINTMENT | Management | For | For |
| OF ERNST & YOUNG LLP AS INDEPENDENT | | | |
| AUDITOR FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2012. | | | |
| 3 | SAY ON PAY: ADVISORY PROPOSAL TO | Management | For | For |
| APPROVE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
Page 16 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| DIAMONDROCK HOSPITALITY CO | | |
| Security | 252784301 | Meeting Type | Annual |
| Ticker Symbol | DRH | Meeting Date | 25-Apr-2012 |
| ISIN | US2527843013 | Agenda | 933566993 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | WILLIAM W. MCCARTEN | | For | For |
| 2 | DANIEL J. ALTOBELLO | | For | For |
| 3 | W. ROBERT GRAFTON | | For | For |
| 4 | MAUREEN L. MCAVEY | | For | For |
| 5 | GILBERT T. RAY | | For | For |
| 6 | JOHN L. WILLIAMS | | For | For |
| 7 | MARK W. BRUGGER | | For | For |
| 2 | TO APPROVE, ON A NON-BINDING, | Management | For | For |
| ADVISORY BASIS, THE COMPENSATION OF | | | |
| THE NAMED EXECUTIVE OFFICERS, AS | | | |
| DISCLOSED IN THE PROXY STATEMENT. | | | |
| 3 | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE INDEPENDENT AUDITORS FOR | | | |
| DIAMONDROCK HOSPITALITY COMPANY | | | |
| FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2012. | | | | |
| ENCANA CORPORATION | | |
| Security | 292505104 | Meeting Type | Annual |
| Ticker Symbol | ECA | Meeting Date | 25-Apr-2012 |
| ISIN | CA2925051047 | Agenda | 933575435 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | PETER A. DEA | | For | For |
| 2 | RANDALL K. ERESMAN | | For | For |
| 3 | CLAIRE S. FARLEY | | For | For |
| 4 | FRED J. FOWLER | | For | For |
| 5 | SUZANNE P. NIMOCKS | | For | For |
| 6 | DAVID P. O'BRIEN | | For | For |
| 7 | JANE L. PEVERETT | | For | For |
| 8 | ALLAN P. SAWIN | | For | For |
| 9 | BRUCE G. WATERMAN | | For | For |
| 10 | CLAYTON H. WOITAS | | For | For |
| 2 | APPOINTMENT OF AUDITOR - | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AT A | | | |
| REMUNERATION TO BE FIXED BY THE | | | |
| BOARD OF DIRECTORS. | | | |
| 3 | ADVISORY VOTE APPROVING THE | Management | For | For |
| CORPORATION'S APPROACH TO EXECUTIVE | | | |
| COMPENSATION. | | | |
Page 17 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| CINCINNATI FINANCIAL CORPORATION | | |
| Security | 172062101 | Meeting Type | Annual |
| Ticker Symbol | CINF | Meeting Date | 28-Apr-2012 |
| ISIN | US1720621010 | Agenda | 933564937 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | WILLIAM F. BAHL | | For | For |
| 2 | STEVEN J. JOHNSTON | | For | For |
| 3 | KENNETH C. LICHTENDAHL | | For | For |
| 4 | W. RODNEY MCMULLEN | | For | For |
| 5 | GRETCHEN W. PRICE | | For | For |
| 6 | JOHN J. SCHIFF, JR. | | For | For |
| 7 | THOMAS R. SCHIFF | | For | For |
| 8 | KENNETH W. STECHER | | For | For |
| 9 | JOHN F. STEELE, JR. | | For | For |
| 10 | E. ANTHONY WOODS | | For | For |
| 2 | RATIFYING THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2012. | | | |
| 3 | VOTING ON A NONBINDING PROPOSAL TO | Management | For | For |
| APPROVE COMPENSATION FOR THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 4 | ADOPTING THE CINCINNATI FINANCIAL | Management | For | For |
| CORPORATION 2012 STOCK | | | |
| COMPENSATION PLAN. | | | |
| REGAL BELOIT CORPORATION | | |
| Security | 758750103 | Meeting Type | Annual |
| Ticker Symbol | RBC | Meeting Date | 30-Apr-2012 |
| ISIN | US7587501039 | Agenda | 933582442 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: STEPHEN M. BURT | Management | For | For |
| 1B | ELECTION OF DIRECTOR: DEAN A. FOATE | Management | For | For |
| 1C | ELECTION OF DIRECTOR: HENRY W. | Management | For | For |
| KNUEPPEL | | | |
| 2 | ADVISORY VOTE ON THE COMPENSATION | Management | For | For |
| OF THE COMPANY'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 3 | TO RATIFY THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE INDEPENDENT | | | |
| AUDITORS FOR THE COMPANY FOR THE | | | |
| YEAR ENDING DECEMBER 29, 2012. | | | |
| INTERNATIONAL FLAVORS & FRAGRANCES INC. | | |
| Security | 459506101 | Meeting Type | Annual |
| Ticker Symbol | IFF | Meeting Date | 01-May-2012 |
| ISIN | US4595061015 | Agenda | 933566070 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: MARCELLO | Management | Against | Against |
| BOTTOLI | | | |
| 1B | ELECTION OF DIRECTOR: LINDA B. BUCK | Management | Against | Against |
| 1C | ELECTION OF DIRECTOR: J. MICHAEL COOK | Management | Against | Against |
| 1D | ELECTION OF DIRECTOR: ROGER W. | Management | Against | Against |
| FERGUSON, JR. | | | |
| 1E | ELECTION OF DIRECTOR: ANDREAS FIBIG | Management | Against | Against |
| 1F | ELECTION OF DIRECTOR: ALEXANDRA A. | Management | Against | Against |
| HERZAN | | | |
| 1G | ELECTION OF DIRECTOR: HENRY W. | Management | Against | Against |
| HOWELL, JR. | | | |
| 1H | ELECTION OF DIRECTOR: KATHERINE M. | Management | Against | Against |
| HUDSON | | | |
| 1I | ELECTION OF DIRECTOR: ARTHUR C. | Management | Against | Against |
| MARTINEZ | | | |
| 1J | ELECTION OF DIRECTOR: DALE F. | Management | Against | Against |
| MORRISON | | | |
| 1K | ELECTION OF DIRECTOR: DOUGLAS D. | Management | Against | Against |
| TOUGH | | | |
| 2 | TO RATIFY SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2012. | | | |
| 3 | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION PAID TO THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS IN 2011. | | | |
Page 18 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| CONSOL ENERGY INC. | | |
| Security | 20854P109 | Meeting Type | Annual |
| Ticker Symbol | CNX | Meeting Date | 01-May-2012 |
| ISIN | US20854P1093 | Agenda | 933579356 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | J. BRETT HARVEY | | For | For |
| 2 | PHILIP W. BAXTER | | For | For |
| 3 | JAMES E. ALTMEYER, SR. | | For | For |
| 4 | WILLIAM E. DAVIS | | For | For |
| 5 | RAJ K. GUPTA | | For | For |
| 6 | PATRICIA A. HAMMICK | | For | For |
| 7 | DAVID C. HARDESTY, JR. | | For | For |
| 8 | JOHN T. MILLS | | For | For |
| 9 | WILLIAM P. POWELL | | For | For |
| 10 | JOSEPH T. WILLIAMS | | For | For |
| 2 | APPROVAL OF THE AMENDED AND | Management | Against | Against |
| RESTATED CONSOL ENERGY INC. EQUITY | | | |
| INCENTIVE PLAN. | | | |
| 3 | RATIFICATION OF ANTICIPATED SELECTION | Management | For | For |
| OF INDEPENDENT AUDITOR: ERNST & | | | |
| YOUNG LLP. | | | | |
| 4 | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| MSCI INC. | | |
| Security | 55354G100 | Meeting Type | Annual |
| Ticker Symbol | MSCI | Meeting Date | 02-May-2012 |
| ISIN | US55354G1004 | Agenda | 933565686 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1.1 | ELECTION OF DIRECTOR: BENJAMIN F. | Management | For | For |
| DUPONT | | | |
| 1.2 | ELECTION OF DIRECTOR: HENRY A. | Management | For | For |
| FERNANDEZ | | | |
| 1.3 | ELECTION OF DIRECTOR: ALICE W. HANDY | Management | For | For |
| 1.4 | ELECTION OF DIRECTOR: CATHERINE R. | Management | For | For |
| KINNEY | | | |
| 1.5 | ELECTION OF DIRECTOR: LINDA H. RIEFLER | Management | For | For |
| 1.6 | ELECTION OF DIRECTOR: GEORGE W. | Management | For | For |
| SIGULER | | | |
| 1.7 | ELECTION OF DIRECTOR: PATRICK TIERNEY | Management | For | For |
| 1.8 | ELECTION OF DIRECTOR: RODOLPHE M. | Management | For | For |
| VALLEE | | | |
| 2 | TO APPROVE, BY NON-BINDING VOTE, OUR | Management | For | For |
| EXECUTIVE COMPENSATION, AS | | | |
| DESCRIBED IN THESE PROXY MATERIALS. | | | |
| 3 | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS INDEPENDENT AUDITOR. | | | |
| 4 | TO AMEND OUR AMENDED AND RESTATED | Management | For | For |
| CERTIFICATE OF INCORPORATION TO | | | |
| ELIMINATE THE AUTHORIZED SHARES OF | | | |
| CLASS B COMMON STOCK, INCREASE THE | | | |
| TOTAL NUMBER OF AUTHORIZED SHARES | | | |
| OF CLASS A COMMON STOCK, REFER TO | | | |
| THE CLASS A COMMON STOCK AS | | | |
| "COMMON STOCK" AND MAKE CERTAIN | | | |
| OTHER CONFORMING CHANGES. | | | |
Page 19 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| BRUNSWICK CORPORATION | | |
| Security | 117043109 | Meeting Type | Annual |
| Ticker Symbol | BC | Meeting Date | 02-May-2012 |
| ISIN | US1170431092 | Agenda | 933568973 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1.1 | ELECTION OF DIRECTOR: ANNE E. BELEC | Management | For | For |
| 1.2 | ELECTION OF DIRECTOR: MANUEL A. | Management | For | For |
| FERNANDEZ | | | |
| 1.3 | ELECTION OF DIRECTOR: J. STEVEN | Management | For | For |
| WHISLER | | | |
| 2 | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 3 | THE RATIFICATION OF THE APPOINTMENT | Management | For | For |
| OF ERNST & YOUNG LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE FISCAL | | | |
| YEAR ENDING DECEMBER 31, 2012. | | | |
| ST. JUDE MEDICAL, INC. | | |
| Security | 790849103 | Meeting Type | Annual |
| Ticker Symbol | STJ | Meeting Date | 03-May-2012 |
| ISIN | US7908491035 | Agenda | 933566854 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: JOHN W. BROWN | Management | For | For |
| 1B | ELECTION OF DIRECTOR: DANIEL J. STARKS | Management | For | For |
| 2 | TO APPROVE AMENDMENTS TO THE 2007 | Management | For | For |
| EMPLOYEE STOCK PURCHASE PLAN. | | | |
| 3 | TO APPROVE AMENDMENTS TO OUR | Management | For | For |
| ARTICLES OF INCORPORATION AND | | | |
| BYLAWS TO DECLASSIFY OUR BOARD OF | | | |
| DIRECTORS. | | | |
| 4 | ADVISORY VOTE TO APPROVE | Management | For | For |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 5 | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR 2012. | | | |
| ECOLAB INC. | | |
| Security | 278865100 | Meeting Type | Annual |
| Ticker Symbol | ECL | Meeting Date | 03-May-2012 |
| ISIN | US2788651006 | Agenda | 933568810 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1.1 | ELECTION OF DIRECTOR: LESLIE S. BILLER | Management | Against | Against |
| 1.2 | ELECTION OF DIRECTOR: JERRY A. | Management | Against | Against |
| GRUNDHOFER | | | |
| 1.3 | ELECTION OF DIRECTOR: MICHAEL LARSON | Management | Against | Against |
| 1.4 | ELECTION OF DIRECTOR: VICTORIA J. REICH | Management | Against | Against |
| 1.5 | ELECTION OF DIRECTOR: JOHN J. ZILLMER | Management | Against | Against |
| 2 | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 3 | APPROVE AMENDMENTS TO THE ECOLAB | Management | For | For |
| INC. RESTATED CERTIFICATE OF | | | |
| INCORPORATION TO ELIMINATE SUPER- | | | |
| MAJORITY VOTING. | | | |
| 4 | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION OF EXECUTIVES | | | |
| DISCLOSED IN THE PROXY STATEMENT. | | | |
| 5 | STOCKHOLDER PROPOSAL REQUESTING | Shareholder | For | Against |
| THE BOARD OF DIRECTORS TO PROVIDE AN | | | |
| ANNUAL ADVISORY VOTE ON | | | |
| ELECTIONEERING, POLITICAL | | | |
| CONTRIBUTIONS AND COMMUNICATION | | | |
| EXPENDITURES. | | | |
| 6 | STOCKHOLDER PROPOSAL REQUESTING | Shareholder | Against | For |
| THE BOARD OF DIRECTORS TO ADOPT A | | | |
| RULE TO REDEEM ANY CURRENT OR | | | |
| FUTURE STOCKHOLDER RIGHTS PLAN | | | |
| UNLESS SUCH PLAN IS SUBMITTED TO A | | | |
| STOCKHOLDER VOTE WITHIN 12 MONTHS. | | | |
Page 20 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| SPX CORPORATION | | |
| Security | 784635104 | Meeting Type | Annual |
| Ticker Symbol | SPW | Meeting Date | 03-May-2012 |
| ISIN | US7846351044 | Agenda | 933570586 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: CHRISTOPHER J. | Management | For | For |
| KEARNEY | | | |
| 1B | ELECTION OF DIRECTOR: MARTHA B. | Management | For | For |
| WYRSCH | | | |
| 1C | ELECTION OF DIRECTOR: PETER | Management | For | For |
| VOLANAKIS | | | |
| 2 | TO APPROVE THE AMENDMENT AND | Management | For | For |
| RESTATEMENT OF THE SPX 2002 STOCK | | | |
| COMPENSATION PLAN. | | | |
| 3 | TO APPROVE, BY NON-BINDING VOTE, SPX'S | Management | For | For |
| EXECUTIVE COMPENSATION PRACTICES. | | | |
| 4 | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS OUR INDEPENDENT | | | |
| PUBLIC ACCOUNTANTS FOR 2012. | | | |
| SCANA CORPORATION | | |
| Security | 80589M102 | Meeting Type | Annual |
| Ticker Symbol | SCG | Meeting Date | 03-May-2012 |
| ISIN | US80589M1027 | Agenda | 933578544 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | JAMES A. BENNETT | | For | For |
| 2 | LYNNE M. MILLER | | For | For |
| 3 | JAMES W. ROQUEMORE | | For | For |
| 4 | MACEO K. SLOAN | | For | For |
| 2 | APPROVAL OF THE APPOINTMENT OF THE | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 3 | SHAREHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| REPEAL OF THE CLASSIFICATION OF THE | | | |
| BOARD OF DIRECTORS. | | | |
| LINCARE HOLDINGS INC. | | |
| Security | 532791100 | Meeting Type | Annual |
| Ticker Symbol | LNCR | Meeting Date | 07-May-2012 |
| ISIN | US5327911005 | Agenda | 933566397 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | J.P. BYRNES | | For | For |
| 2 | S.H. ALTMAN, PH.D. | | For | For |
| 3 | C.B. BLACK | | For | For |
| 4 | A.P. BRYANT | | For | For |
| 5 | F.D. BYRNE, M.D. | | For | For |
| 6 | W.F. MILLER, III | | For | For |
| 7 | E.M. ZANE | | For | For |
| 2 | RATIFY THE APPOINTMENT OF KPMG LLP AS | Management | For | For |
| THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2012. | | | | |
| 3 | APPROVE AN ADVISORY RESOLUTION | Management | For | For |
| REGARDING EXECUTIVE COMPENSATION. | | | |
Page 21 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| LKQ CORPORATION | | |
| Security | 501889208 | Meeting Type | Annual |
| Ticker Symbol | LKQX | Meeting Date | 07-May-2012 |
| ISIN | US5018892084 | Agenda | 933566436 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | A. CLINTON ALLEN | | For | For |
| 2 | KEVIN F. FLYNN | | For | For |
| 3 | RONALD G. FOSTER | | For | For |
| 4 | JOSEPH M. HOLSTEN | | For | For |
| 5 | BLYTHE J. MCGARVIE | | For | For |
| 6 | PAUL M. MEISTER | | For | For |
| 7 | JOHN F. O'BRIEN | | For | For |
| 8 | ROBERT L. WAGMAN | | For | For |
| 9 | WILLIAM M. WEBSTER, IV | | For | For |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM OF LKQ CORPORATION | | | |
| FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2012. | | | | |
| 3 | APPROVAL OF AN AMENDMENT TO THE LKQ | Management | For | For |
| CORPORATION 1998 EQUITY INCENTIVE | | | |
| PLAN TO EXPLICITLY ALLOW PARTICIPATION | | | |
| BY NON-EMPLOYEE DIRECTORS AND TO | | | |
| INCREASE THE NUMBER OF SHARES OF | | | |
| LKQ COMMON STOCK AVAILABLE FOR | | | |
| ISSUANCE UNDER THE PLAN BY 544,417, AS | | | |
| DESCRIBED IN THE PROXY STATEMENT FOR | | | |
| THE ANNUAL MEETING. | | | |
| 4 | APPROVAL OF AN AMENDMENT TO THE LKQ | Management | For | For |
| CORPORATION LONG TERM INCENTIVE | | | |
| PLAN TO ALLOW ADJUSTMENTS TO THE | | | |
| TARGET GOALS THEREUNDER DUE TO | | | |
| UNUSUAL, ATYPICAL OR NON-RECURRING | | | |
| ITEMS, AS DESCRIBED IN THE PROXY | | | |
| STATEMENT FOR THE ANNUAL MEETING. | | | |
| 5 | APPROVAL, ON AN ADVISORY BASIS, OF | Management | For | For |
| THE COMPENSATION OF THE NAMED | | | |
| EXECUTIVE OFFICERS OF LKQ | | | |
| CORPORATION. | | | |
| ZIMMER HOLDINGS, INC. | | |
| Security | 98956P102 | Meeting Type | Annual |
| Ticker Symbol | ZMH | Meeting Date | 08-May-2012 |
| ISIN | US98956P1021 | Agenda | 933567147 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: BETSY J. | Management | For | For |
| BERNARD | | | |
| 1B | ELECTION OF DIRECTOR: MARC N. CASPER | Management | For | For |
| 1C | ELECTION OF DIRECTOR: DAVID C. DVORAK | Management | For | For |
| 1D | ELECTION OF DIRECTOR: LARRY C. | Management | For | For |
| GLASSCOCK | | | |
| 1E | ELECTION OF DIRECTOR: ROBERT A. | Management | For | For |
| HAGEMANN | | | |
| 1F | ELECTION OF DIRECTOR: ARTHUR J. | Management | For | For |
| HIGGINS | | | |
| 1G | ELECTION OF DIRECTOR: JOHN L. | Management | For | For |
| MCGOLDRICK | | | |
| 1H | ELECTION OF DIRECTOR: CECIL B. PICKETT, | Management | For | For |
| PH.D. | | | |
| 2 | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION | | | |
| 3 | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2012 | | | |
Page 22 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| FOREST OIL CORPORATION | | |
| Security | 346091705 | Meeting Type | Annual |
| Ticker Symbol | FST | Meeting Date | 08-May-2012 |
| ISIN | US3460917053 | Agenda | 933573429 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | DOD A. FRASER | | For | For |
| 2 | JAMES D. LIGHTNER | | For | For |
| 3 | PATRICK R. MCDONALD | | For | For |
| 2 | APPROVAL, ON AN ADVISORY BASIS, OF | Management | For | For |
| THE COMPENSATION OF FOREST'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3 | RE-APPROVAL OF PERFORMANCE | Management | For | For |
| MEASURES UNDER THE FOREST OIL | | | |
| CORPORATION 2007 STOCK INCENTIVE | | | |
| PLAN. | | | | |
| 4 | RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS FOREST'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE YEAR ENDING DECEMBER 31, 2012. | | | |
| SWIFT ENERGY COMPANY | | |
| Security | 870738101 | Meeting Type | Annual |
| Ticker Symbol | SFY | Meeting Date | 08-May-2012 |
| ISIN | US8707381013 | Agenda | 933574801 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | CLYDE W. SMITH, JR. | | For | For |
| 2 | TERRY E. SWIFT | | For | For |
| 3 | CHARLES J. SWINDELLS | | For | For |
| 2 | TO INCREASE THE NUMBER OF SHARES OF | Management | For | For |
| COMMON STOCK THAT MAY BE ISSUED | | | |
| UNDER THE FIRST AMENDED AND | | | |
| RESTATED SWIFT ENERGY COMPANY 2005 | | | |
| STOCK COMPENSATION PLAN. | | | |
| 3 | TO AMEND THE SWIFT ENERGY COMPANY | Management | For | For |
| EMPLOYEE STOCK PURCHASE PLAN TO | | | |
| INCREASE THE NUMBER OF SHARES OF | | | |
| THE COMPANY'S COMMON STOCK | | | |
| AVAILABLE FOR ISSUANCE UNDER THE | | | |
| PLAN BY UP TO 500,000 ADDITIONAL | | | |
| SHARES. | | | | |
| 4 | TO RATIFY THE SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS SWIFT ENERGY'S | | | |
| INDEPENDENT AUDITOR FOR THE FISCAL | | | |
| YEAR ENDING DECEMBER 31, 2012. | | | |
| 5 | TO CONDUCT A NON-BINDING ADVISORY | Management | For | For |
| VOTE ON THE COMPENSATION OF SWIFT | | | |
| ENERGY'S NAMED EXECUTIVE OFFICERS AS | | | |
| PRESENTED IN THE PROXY STATEMENT. | | | |
Page 23 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| MASCO CORPORATION | | |
| Security | 574599106 | Meeting Type | Annual |
| Ticker Symbol | MAS | Meeting Date | 08-May-2012 |
| ISIN | US5745991068 | Agenda | 933597518 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: RICHARD A. | Management | For | For |
| MANOOGIAN | | | |
| 1B | ELECTION OF DIRECTOR: JOHN C. PLANT | Management | For | For |
| 1C | ELECTION OF DIRECTOR: MARY ANN VAN | Management | For | For |
| LOKEREN | | | |
| 2 | TO APPROVE, BY NON-BINDING ADVISORY | Management | For | For |
| VOTE, THE COMPENSATION PAID TO THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS, | | | |
| AS DISCLOSED PURSUANT TO THE | | | |
| COMPENSATION DISCLOSURE RULES OF | | | |
| THE SEC, INCLUDING THE COMPENSATION | | | |
| DISCUSSION AND ANALYSIS, THE | | | |
| COMPENSATION TABLES AND THE RELATED | | | |
| MATERIALS DISCLOSED IN THE PROXY | | | |
| STATEMENT. | | | |
| 3 | TO RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| INDEPENDENT AUDITORS FOR THE | | | |
| COMPANY FOR 2012. | | | |
| 4 | TO RECOMMEND, BY NON-BINDING VOTE, A | Shareholder | For | Against |
| STOCKHOLDER PROPOSAL TO DECLASSIFY | | | |
| THE BOARD OF DIRECTORS. | | | |
| 5 | TO RECOMMEND, BY NON-BINDING VOTE, A | Shareholder | Against | For |
| STOCKHOLDER PROPOSAL TO ADOPT A | | | |
| POLICY REQUIRING SENIOR EXECUTIVES | | | |
| TO RETAIN 75% OR MORE OF THEIR EQUITY | | | |
| AWARDS UNTIL REACHING NORMAL | | | |
| RETIREMENT AGE. | | | |
| WATERS CORPORATION | | |
| Security | 941848103 | Meeting Type | Annual |
| Ticker Symbol | WAT | Meeting Date | 09-May-2012 |
| ISIN | US9418481035 | Agenda | 933568632 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | JOSHUA BEKENSTEIN | | For | For |
| 2 | M.J. BERENDT, PH.D. | | For | For |
| 3 | DOUGLAS A. BERTHIAUME | | For | For |
| 4 | EDWARD CONARD | | For | For |
| 5 | L.H. GLIMCHER, M.D. | | For | For |
| 6 | CHRISTOPHER A. KUEBLER | | For | For |
| 7 | WILLIAM J. MILLER | | For | For |
| 8 | JOANN A. REED | | For | For |
| 9 | THOMAS P. SALICE | | For | For |
| 2 | TO RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE FISCAL | | | |
| YEAR ENDING DECEMBER 31, 2012. | | | |
| 3 | TO APPROVE, BY NON-BINDING VOTE, | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 4 | TO APPROVE THE 2012 EQUITY INCENTIVE | Management | For | For |
| PLAN. | | | | |
Page 24 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| MAXWELL TECHNOLOGIES, INC. | | |
| Security | 577767106 | Meeting Type | Annual |
| Ticker Symbol | MXWL | Meeting Date | 09-May-2012 |
| ISIN | US5777671067 | Agenda | 933571095 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | JOSE L. CORTES | | For | For |
| 2 | ROGER HOWSMON | | For | For |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| MCGLADREY & PULLEN, LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2012. | | | |
| 3 | TO APPROVE, ON AN ADVISORY BASIS, OUR | Management | For | For |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| USG CORPORATION | | |
| Security | 903293405 | Meeting Type | Annual |
| Ticker Symbol | USG | Meeting Date | 09-May-2012 |
| ISIN | US9032934054 | Agenda | 933571728 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | JOSE ARMARIO | | For | For |
| 2 | W. DOUGLAS FORD | | For | For |
| 3 | WILLIAM H. HERNANDEZ | | For | For |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTANTS FOR | | | |
| THE YEAR ENDING DECEMBER 31, 2012. | | | |
| NORDSTROM, INC. | | |
| Security | 655664100 | Meeting Type | Annual |
| Ticker Symbol | JWN | Meeting Date | 09-May-2012 |
| ISIN | US6556641008 | Agenda | 933572934 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: PHYLLIS J. | Management | For | For |
| CAMPBELL | | | |
| 1B | ELECTION OF DIRECTOR: MICHELLE M. | Management | For | For |
| EBANKS | | | |
| 1C | ELECTION OF DIRECTOR: ENRIQUE | Management | For | For |
| HERNANDEZ, JR. | | | |
| 1D | ELECTION OF DIRECTOR: ROBERT G. | Management | For | For |
| MILLER | | | |
| 1E | ELECTION OF DIRECTOR: BLAKE W. | Management | For | For |
| NORDSTROM | | | |
| 1F | ELECTION OF DIRECTOR: ERIK B. | Management | For | For |
| NORDSTROM | | | |
| 1G | ELECTION OF DIRECTOR: PETER E. | Management | For | For |
| NORDSTROM | | | |
| 1H | ELECTION OF DIRECTOR: PHILIP G. SATRE | Management | For | For |
| 1I | ELECTION OF DIRECTOR: B. KEVIN TURNER | Management | For | For |
| 1J | ELECTION OF DIRECTOR: ROBERT D. | Management | For | For |
| WALTER | | | |
| 1K | ELECTION OF DIRECTOR: ALISON A. WINTER | Management | For | For |
| 2 | APPROVAL OF THE AMENDED AND | Management | For | For |
| RESTATED NORDSTROM, INC. EXECUTIVE | | | |
| MANAGEMENT BONUS PLAN. | | | |
| 3 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 4 | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
Page 25 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| MURPHY OIL CORPORATION | | |
| Security | 626717102 | Meeting Type | Annual |
| Ticker Symbol | MUR | Meeting Date | 09-May-2012 |
| ISIN | US6267171022 | Agenda | 933578948 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: F.W. BLUE | Management | For | For |
| 1B | ELECTION OF DIRECTOR: S.A. COSSE | Management | For | For |
| 1C | ELECTION OF DIRECTOR: C.P. DEMING | Management | For | For |
| 1D | ELECTION OF DIRECTOR: R.A. HERMES | Management | For | For |
| 1E | ELECTION OF DIRECTOR: J.V. KELLEY | Management | For | For |
| 1F | ELECTION OF DIRECTOR: W. MIROSH | Management | For | For |
| 1G | ELECTION OF DIRECTOR: R.M. MURPHY | Management | For | For |
| 1H | ELECTION OF DIRECTOR: N.E. SCHMALE | Management | For | For |
| 1I | ELECTION OF DIRECTOR: D.J.H. SMITH | Management | For | For |
| 1J | ELECTION OF DIRECTOR: C.G. THEUS | Management | For | For |
| 1K | ELECTION OF DIRECTOR: D.M. WOOD | Management | For | For |
| 2 | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 3 | APPROVE THE PROPOSED 2012 LONG-TERM | Management | For | For |
| INCENTIVE PLAN. | | | |
| 4 | APPROVE THE PROPOSED 2012 ANNUAL | Management | Against | Against |
| INCENTIVE PLAN. | | | |
| 5 | APPROVE THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| KOHL'S CORPORATION | | |
| Security | 500255104 | Meeting Type | Annual |
| Ticker Symbol | KSS | Meeting Date | 10-May-2012 |
| ISIN | US5002551043 | Agenda | 933565763 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: PETER | Management | For | For |
| BONEPARTH | | | |
| 1B | ELECTION OF DIRECTOR: STEVEN A. BURD | Management | For | For |
| 1C | ELECTION OF DIRECTOR: JOHN F. HERMA | Management | For | For |
| 1D | ELECTION OF DIRECTOR: DALE E. JONES | Management | For | For |
| 1E | ELECTION OF DIRECTOR: WILLIAM S. | Management | For | For |
| KELLOGG | | | |
| 1F | ELECTION OF DIRECTOR: KEVIN MANSELL | Management | For | For |
| 1G | ELECTION OF DIRECTOR: JOHN E. | Management | For | For |
| SCHLIFSKE | | | |
| 1H | ELECTION OF DIRECTOR: FRANK V. SICA | Management | For | For |
| 1I | ELECTION OF DIRECTOR: PETER M. | Management | For | For |
| SOMMERHAUSER | | | |
| 1J | ELECTION OF DIRECTOR: STEPHANIE A. | Management | For | For |
| STREETER | | | |
| 1K | ELECTION OF DIRECTOR: NINA G. VACA | Management | For | For |
| 1L | ELECTION OF DIRECTOR: STEPHEN E. | Management | For | For |
| WATSON | | | |
| 2 | RATIFY APPOINTMENT OF ERNST & YOUNG | Management | For | For |
| LLP AS INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 3 | ADVISORY VOTE ON APPROVAL OF NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 4 | SHAREHOLDER PROPOSAL: ANIMAL FUR | Shareholder | Against | For |
| POLICY. | | | |
| 5 | SHAREHOLDER PROPOSAL: SUCCESSION | Shareholder | Against | For |
| PLANNING AND REPORTING. | | | |
| 6 | SHAREHOLDER PROPOSAL: EXECUTIVES TO | Shareholder | Against | For |
| RETAIN SIGNIFICANT STOCK. | | | |
Page 26 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| BILL BARRETT CORPORATION | | |
| Security | 06846N104 | Meeting Type | Annual |
| Ticker Symbol | BBG | Meeting Date | 10-May-2012 |
| ISIN | US06846N1046 | Agenda | 933593267 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | WILLIAM F. OWENS# | | For | For |
| 2 | RANDY I. STEIN# | | For | For |
| 3 | KEVIN O. MEYERS$ | | For | For |
| 2 | PROPOSAL TO APPROVE AN ADVISORY | Management | For | For |
| (NON-BINDING) RESOLUTION REGARDING | | | |
| THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3 | PROPOSAL TO AMEND AND RESTATE OUR | Management | For | For |
| CERTIFICATE OF INCORPORATION TO | | | |
| PROVIDE FOR THE ANNUAL ELECTION OF | | | |
| ALL DIRECTORS. | | | |
| 4 | PROPOSAL TO AMEND AND RESTATE OUR | Management | For | For |
| CERTIFICATE OF INCORPORATION TO | | | |
| ELIMINATE SUPERMAJORITY VOTING | | | |
| REQUIREMENTS. | | | |
| 5 | PROPOSAL TO APPROVE OUR 2012 EQUITY | Management | For | For |
| INCENTIVE PLAN. | | | |
| 6 | PROPOSAL TO RATIFY THE APPOINTMENT | Management | For | For |
| OF DELOITTE & TOUCHE LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2012. | | | |
| HOST HOTELS & RESORTS, INC. | | |
| Security | 44107P104 | Meeting Type | Annual |
| Ticker Symbol | HST | Meeting Date | 10-May-2012 |
| ISIN | US44107P1049 | Agenda | 933595261 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1.1 | ELECTION OF DIRECTOR: ROBERT M. | Management | For | For |
| BAYLIS | | | |
| 1.2 | ELECTION OF DIRECTOR: TERENCE C. | Management | For | For |
| GOLDEN | | | |
| 1.3 | ELECTION OF DIRECTOR: ANN M. | Management | For | For |
| KOROLOGOS | | | |
| 1.4 | ELECTION OF DIRECTOR: RICHARD E. | Management | For | For |
| MARRIOTT | | | |
| 1.5 | ELECTION OF DIRECTOR: JOHN B. MORSE, | Management | For | For |
| JR. | | | |
| 1.6 | ELECTION OF DIRECTOR: WALTER C. | Management | For | For |
| RAKOWICH | | | |
| 1.7 | ELECTION OF DIRECTOR: GORDON H. SMITH | Management | For | For |
| 1.8 | ELECTION OF DIRECTOR: W. EDWARD | Management | For | For |
| WALTER | | | |
| 2 | RATIFY APPOINTMENT OF KPMG LLP AS | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR 2012. | | | |
| 3 | ADVISORY RESOLUTION TO APPROVE | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| BROADCOM CORPORATION | | |
| Security | 111320107 | Meeting Type | Annual |
| Ticker Symbol | BRCM | Meeting Date | 15-May-2012 |
| ISIN | US1113201073 | Agenda | 933583975 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | ROBERT J. FINOCCHIO, JR | | For | For |
| 2 | NANCY H. HANDEL | | For | For |
| 3 | EDDY W. HARTENSTEIN | | For | For |
| 4 | MARIA M. KLAWE, PH.D. | | For | For |
| 5 | JOHN E. MAJOR | | For | For |
| 6 | SCOTT A. MCGREGOR | | For | For |
| 7 | WILLIAM T. MORROW | | For | For |
| 8 | HENRY SAMUELI, PH.D. | | For | For |
| 9 | ROBERT E. SWITZ | | For | For |
| 2 | TO APPROVE AN AMENDMENT AND | Management | Against | Against |
| RESTATEMENT OF THE BROADCOM | | | |
| CORPORATION 1998 EMPLOYEE STOCK | | | |
| PURCHASE PLAN, AS PREVIOUSLY | | | |
| AMENDED AND RESTATED, THAT WOULD | | | |
| EXTEND THE TERM OF THE PLAN THROUGH | | | |
| MAY 15, 2022, AND EFFECT VARIOUS | | | |
| TECHNICAL REVISIONS AND | | | |
| IMPROVEMENTS. | | | |
| 3 | TO APPROVE THE ADOPTION OF THE | Management | Against | Against |
| BROADCOM CORPORATION 2012 STOCK | | | |
| INCENTIVE PLAN. | | | |
| 4 | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE YEAR ENDING DECEMBER 31, 2012. | | | |
Page 27 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| HENRY SCHEIN, INC. | | |
| Security | 806407102 | Meeting Type | Annual |
| Ticker Symbol | HSIC | Meeting Date | 15-May-2012 |
| ISIN | US8064071025 | Agenda | 933584888 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | STANLEY M BERGMAN | | For | For |
| 2 | GERALD A BENJAMIN | | For | For |
| 3 | JAMES P BRESLAWSKI | | For | For |
| 4 | MARK E MLOTEK | | For | For |
| 5 | STEVEN PALADINO | | For | For |
| 6 | BARRY J ALPERIN | | For | For |
| 7 | PAUL BRONS | | For | For |
| 8 | DONALD J KABAT | | For | For |
| 9 | PHILIP A LASKAWY | | For | For |
| 10 | KARYN MASHIMA | | For | For |
| 11 | NORMAN S MATTHEWS | | For | For |
| 12 | BRADLEY T SHEARES, PHD | | For | For |
| 13 | LOUIS W SULLIVAN, MD | | For | For |
| 2 | PROPOSAL TO AMEND THE COMPANY'S | Management | For | For |
| AMENDED AND RESTATED CERTIFICATE OF | | | |
| INCORPORATION. | | | |
| 3 | PROPOSAL TO APPROVE, BY NON-BINDING | Management | For | For |
| VOTE, THE 2011 COMPENSATION PAID TO | | | |
| THE COMPANY'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | | |
| 4 | PROPOSAL TO RATIFY THE SELECTION OF | Management | For | For |
| BDO USA, LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 29, 2012. | | | |
| DENBURY RESOURCES INC. | | |
| Security | 247916208 | Meeting Type | Annual |
| Ticker Symbol | DNR | Meeting Date | 15-May-2012 |
| ISIN | US2479162081 | Agenda | 933599017 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | WIELAND F. WETTSTEIN | | For | For |
| 2 | MICHAEL L. BEATTY | | For | For |
| 3 | MICHAEL B. DECKER | | For | For |
| 4 | RONALD G. GREENE | | For | For |
| 5 | GREGORY L. MCMICHAEL | | For | For |
| 6 | KEVIN O. MEYERS | | For | For |
| 7 | GARETH ROBERTS | | For | For |
| 8 | PHIL RYKHOEK | | For | For |
| 9 | RANDY STEIN | | For | For |
| 10 | LAURA A. SUGG | | For | For |
| 2 | ADVISORY PROPOSAL TO APPROVE THE | Management | For | For |
| COMPANY'S 2011 NAMED EXECUTIVE | | | |
| OFFICER COMPENSATION. | | | |
| 3 | PROPOSAL TO AMEND OUR RESTATED | Management | For | For |
| CERTIFICATE OF INCORPORATION. | | | |
| 4 | PROPOSAL TO AMEND THE LIMITED | Management | For | For |
| LIABILITY COMPANY AGREEMENT OF OUR | | | |
| SUBSIDIARY, DENBURY ONSHORE, LLC. | | | |
| 5 | PROPOSAL TO RATIFY THE AUDIT | Management | For | For |
| COMMITTEE'S SELECTION OF | | | |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| DENBURY'S INDEPENDENT AUDITOR FOR | | | |
| 2012. | | | | |
Page 28 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| LONE PINE RESOURCES INC. | | |
| Security | 54222A106 | Meeting Type | Annual |
| Ticker Symbol | LPR | Meeting Date | 16-May-2012 |
| ISIN | US54222A1060 | Agenda | 933596225 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | DALE J. HOHM | | For | For |
| 2 | LOYOLA G. KEOUGH | | For | For |
| 3 | DONALD MCKENZIE | | For | For |
| 2 | APPROVAL OF THE LONE PINE RESOURCES | Management | For | For |
| INC. 2012 EMPLOYEE STOCK PURCHASE | | | |
| PLAN. | | | | |
| 3 | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 4 | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | Against |
| EXECUTIVE COMPENSATION ADVISORY | | | |
| VOTES. | | | | |
| 5 | RATIFICATION OF THE APPOINTMENT BY | Management | For | For |
| THE AUDIT AND RESERVES COMMITTEE OF | | | |
| ERNST & YOUNG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF | | | |
| LONE PINE RESOURCES INC. FOR THE YEAR | | | |
| ENDING DECEMBER 31, 2012. | | | |
| QUICKSILVER RESOURCES INC. | | |
| Security | 74837R104 | Meeting Type | Annual |
| Ticker Symbol | KWK | Meeting Date | 16-May-2012 |
| ISIN | US74837R1041 | Agenda | 933616685 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | GLENN DARDEN | | For | For |
| 2 | W. YANDELL ROGERS, III | | For | For |
| 2 | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION | | | |
Page 29 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| REGIONS FINANCIAL CORPORATION | | |
| Security | 7591EP100 | Meeting Type | Annual |
| Ticker Symbol | RF | Meeting Date | 17-May-2012 |
| ISIN | US7591EP1005 | Agenda | 933582505 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: SAMUEL W. | Management | Against | Against |
| BARTHOLOMEW, JR. | | | |
| 1B | ELECTION OF DIRECTOR: GEORGE W. | Management | Against | Against |
| BRYAN | | | |
| 1C | ELECTION OF DIRECTOR: CAROLYN H. BYRD | Management | Against | Against |
| 1D | ELECTION OF DIRECTOR: DAVID J. COOPER, | Management | Against | Against |
| SR. | | | |
| 1E | ELECTION OF DIRECTOR: EARNEST W. | Management | Against | Against |
| DEAVENPORT, JR. | | | |
| 1F | ELECTION OF DIRECTOR: DON DEFOSSET | Management | Against | Against |
| 1G | ELECTION OF DIRECTOR: ERIC C. FAST | Management | Against | Against |
| 1H | ELECTION OF DIRECTOR: O.B. GRAYSON | Management | Against | Against |
| HALL, JR. | | | |
| 1I | ELECTION OF DIRECTOR: JOHN D. JOHNS | Management | Against | Against |
| 1J | ELECTION OF DIRECTOR: CHARLES D. | Management | Against | Against |
| MCCRARY | | | |
| 1K | ELECTION OF DIRECTOR: JAMES R. MALONE | Management | Against | Against |
| 1L | ELECTION OF DIRECTOR: RUTH ANN | Management | Against | Against |
| MARSHALL | | | |
| 1M | ELECTION OF DIRECTOR: SUSAN W. | Management | Against | Against |
| MATLOCK | | | |
| 1N | ELECTION OF DIRECTOR: JOHN E. MAUPIN, | Management | Against | Against |
| JR. | | | |
| 1O | ELECTION OF DIRECTOR: JOHN R. ROBERTS | Management | Against | Against |
| 1P | ELECTION OF DIRECTOR: LEE J. | Management | Against | Against |
| STYSLINGER III | | | |
| 2 | NONBINDING STOCKHOLDER APPROVAL OF | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 3 | TO RECOMMEND, BY NON-BINDING VOTE, | Management | 1 Year | For |
| THE FREQUENCY OF EXECUTIVE | | | |
| COMPENSATION VOTES. | | | |
| 4 | RATIFICATION OF SELECTION OF | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 5 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| POSTING A REPORT, UPDATED SEMI- | | | |
| ANNUALLY, OF POLITICAL CONTRIBUTIONS. | | | |
| JARDEN CORPORATION | | |
| Security | 471109108 | Meeting Type | Annual |
| Ticker Symbol | JAH | Meeting Date | 17-May-2012 |
| ISIN | US4711091086 | Agenda | 933583343 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | MARTIN E. FRANKLIN | | For | For |
|
| 2 | JAMES E. LILLIE | | For | For |
|
| 3 | MICHAEL S. GROSS | | For | For |
|
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| JARDEN CORPORATION'S INDEPENDENT | | | |
| REGISTERD PUBLIC ACCOUNTING FIRM FOR | | | |
| THE YEAR ENDING DECEMBER 31, 2012. | | | |
| 3 | ADVISORY APPROVAL OF JARDEN | Management | For | For |
| CORPORATION'S EXECUTIVE | | | |
| COMPENSATION. | | | |
Page 30 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| PEPCO HOLDINGS, INC. | | |
| Security | 713291102 | Meeting Type | Annual |
| Ticker Symbol | POM | Meeting Date | 18-May-2012 |
| ISIN | US7132911022 | Agenda | 933589218 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | JACK B. DUNN, IV | | For | For |
| 2 | TERENCE C. GOLDEN | | For | For |
| 3 | PATRICK T. HARKER | | For | For |
| 4 | FRANK O. HEINTZ | | For | For |
| 5 | BARBARA J. KRUMSIEK | | For | For |
| 6 | GEORGE F. MACCORMACK | | For | For |
| 7 | LAWRENCE C. NUSSDORF | | For | For |
| 8 | PATRICIA A. OELRICH | | For | For |
| 9 | JOSEPH M. RIGBY | | For | For |
| 10 | FRANK K. ROSS | | For | For |
| 11 | PAULINE A. SCHNEIDER | | For | For |
| 12 | LESTER P. SILVERMAN | | For | For |
| 2 | A PROPOSAL TO APPROVE, ON AN | Management | For | For |
| ADVISORY BASIS, THE COMPANY'S | | | |
| EXECUTIVE COMPENSATION. | | | |
| 3 | A PROPOSAL TO APPROVE THE PEPCO | Management | For | For |
| HOLDINGS, INC. 2012 LONG-TERM | | | |
| INCENTIVE PLAN. | | | |
| 4 | A PROPOSAL TO APPROVE THE | Management | For | For |
| PERFORMANCE GOAL CRITERIA UNDER THE | | | |
| PEPCO HOLDINGS, INC. LONG-TERM | | | |
| INCENTIVE PLAN. | | | |
| 5 | A PROPOSAL TO APPROVE THE PEPCO | Management | For | For |
| HOLDINGS, INC. AMENDED AND RESTATED | | | |
| ANNUAL EXECUTIVE INCENTIVE | | | |
| COMPENSATION PLAN. | | | |
| 6 | A PROPOSAL TO RATIFY THE APPOINTMENT | Management | For | For |
| OF PRICEWATERHOUSECOOPERS LLP AS | | | |
| THE INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM OF THE COMPANY FOR | | | |
| 2012. | | | | |
| ULTRA PETROLEUM CORP. | | |
| Security | 903914109 | Meeting Type | Annual and Special Meeting |
| Ticker Symbol | UPL | Meeting Date | 22-May-2012 |
| ISIN | CA9039141093 | Agenda | 933611700 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF MICHAEL D. WATFORD AS | Management | For | For |
| DIRECTOR | | | |
| 1B | ELECTION OF W. CHARLES HELTON AS | Management | For | For |
| DIRECTOR | | | |
| 1C | ELECTION OF STEPHEN J. MCDANIEL AS | Management | For | For |
| DIRECTOR | | | |
| 1D | ELECTION OF ROGER A. BROWN AS | Management | For | For |
| DIRECTOR | | | |
| 2 | APPOINTMENT OF ERNST & YOUNG LLP AS | Management | For | For |
| AUDITORS OF THE COMPANY FOR THE | | | |
| ENSUING YEAR AND AUTHORIZING THE | | | |
| DIRECTORS TO FIX THEIR REMUNERATION | | | |
| 3 | NON-BINDING ADVISORY VOTE ON | Management | For | For |
| EXECUTIVE COMPENSATION RESOLVED, | | | |
| THE SHAREHOLDERS OF THE COMPANY | | | |
| APPROVE, ON AN ADVISORY BASIS, THE | | | |
| COMPENSATION PAID TO THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS, AS | | | |
| DISCLOSED PURSUANT TO ITEM 402 OF | | | |
| REGULATION S.K., INCLUDING THE | | | |
| COMPENSATION DISCUSSION AND | | | |
| ANALYSIS, THE ACCOMPANYING | | | |
| COMPENSATION TABLES, AND THE | | | |
| RELATED NARRATIVE DISCUSSION, IN THE | | | |
| COMPANY'S MOST RECENT PROXY | | | |
| STATEMENT | | | |
| 4 | APPROVAL OF MATERIAL TERMS OF | Management | For | For |
| EXECUTIVE OFFICER PERFORMANCE | | | |
| GOALS | | | |
| 5 | IF PRESENTED, A SHAREHOLDER | Management | Against | For |
| PROPOSAL WHICH IS OPPOSED BY THE | | | |
| BOARD OF DIRECTORS. | | | |
Page 31 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| ENERGYSOLUTIONS, INC. | | |
| Security | 292756202 | Meeting Type | Annual |
| Ticker Symbol | ES | Meeting Date | 23-May-2012 |
| ISIN | US2927562023 | Agenda | 933600163 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | �� | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | STEVEN R. ROGEL | | For | For |
| 2 | J. BARNIE BEASLEY, JR. | | For | For |
| 3 | VAL J. CHRISTENSEN | | For | For |
| 4 | PASCAL COLOMBANI | | For | For |
| 5 | J.I. "CHIP" EVEREST, II | | For | For |
| 6 | DAVID J. LOCKWOOD | | For | For |
| 7 | CLARE SPOTTISWOODE | | For | For |
| 8 | ROBERT A. WHITMAN | | For | For |
| 9 | DAVID B. WINDER | | For | For |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE 2012 FISCAL | | | |
| YEAR. | | | | |
| 3 | ADVISORY APPROVAL OF THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| RANGE RESOURCES CORPORATION | | |
| Security | 75281A109 | Meeting Type | Annual |
| Ticker Symbol | RRC | Meeting Date | 23-May-2012 |
| ISIN | US75281A1097 | Agenda | 933601759 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: CHARLES L. | Management | For | For |
| BLACKBURN | | | |
| 1B | ELECTION OF DIRECTOR: ANTHONY V. DUB | Management | For | For |
| 1C | ELECTION OF DIRECTOR: V. RICHARD | Management | For | For |
| EALES | | | |
| 1D | ELECTION OF DIRECTOR: ALLEN FINKELSON | Management | For | For |
| 1E | ELECTION OF DIRECTOR: JAMES M. FUNK | Management | For | For |
| 1F | ELECTION OF DIRECTOR: JONATHAN S. | Management | For | For |
| LINKER | | | |
| 1G | ELECTION OF DIRECTOR: KEVIN S. | Management | For | For |
| MCCARTHY | | | |
| 1H | ELECTION OF DIRECTOR: JOHN H. | Management | For | For |
| PINKERTON | | | |
| 1I | ELECTION OF DIRECTOR: JEFFREY L. | Management | For | For |
| VENTURA | | | |
| 2 | A PROPOSAL TO APPROVE THE | Management | Against | Against |
| COMPENSATION PHILOSOPHY, POLICIES | | | |
| AND PROCEDURES DESCRIBED IN THE | | | |
| COMPENSATION DISCUSSION AND | | | |
| ANALYSIS. | | | |
| 3 | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM. | | | |
| 4 | STOCKHOLDER PROPOSAL - A PROPOSAL | Shareholder | For | Against |
| REQUESTING ADOPTION OF A POLICY | | | |
| RELATED TO VESTING OF EQUITY UPON | | | |
| TERMINATION OR CHANGE IN CONTROL. | | | |
| 5 | STOCKHOLDER PROPOSAL - A PROPOSAL | Shareholder | Against | For |
| REQUESTING ADOPTION OF | | | |
| SUSTAINABILITY METRICS FOR EXECUTIVE | | | |
| COMPENSATION. | | | |
Page 32 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| FISERV, INC. | | |
| Security | 337738108 | Meeting Type | Annual |
| Ticker Symbol | FISV | Meeting Date | 23-May-2012 |
| ISIN | US3377381088 | Agenda | 933604197 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | DANIEL P. KEARNEY 2015 | | For | For |
| 2 | JEFFERY W. YABUKI 2015 | | For | For |
| 2 | TO APPROVE AN AMENDMENT TO OUR | Management | For | For |
| ARTICLES OF INCORPORATION THAT | | | |
| WOULD ELIMINATE THE CLASSIFIED | | | |
| STRUCTURE OF OUR BOARD OF | | | |
| DIRECTORS AND PROVIDE FOR THE | | | |
| ANNUAL ELECTION OF DIRECTORS AS SET | | | |
| FORTH IN THE AMENDMENT. | | | |
| 3 | TO APPROVE PERFORMANCE GOALS AND | Management | Against | Against |
| RELATED MATTERS UNDER THE FISERV, | | | |
| INC. 2007 OMNIBUS INCENTIVE PLAN. | | | |
| 4 | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | Against | Against |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 5 | TO RATIFY THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR 2012. | | | |
| WEATHERFORD INTERNATIONAL LTD | | |
| Security | H27013103 | Meeting Type | Annual |
| Ticker Symbol | WFT | Meeting Date | 23-May-2012 |
| ISIN | CH0038838394 | Agenda | 933622145 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | APPROVAL OF THE 2011 ANNUAL REPORT, | Management | For | For |
| THE CONSOLIDATED FINANCIAL | | | |
| STATEMENTS OF WEATHERFORD | | | |
| INTERNATIONAL LTD. FOR THE YEAR ENDED | | | |
| DECEMBER 31, 2011 AND THE STATUTORY | | | |
| FINANCIAL STATEMENTS OF | | | |
| WEATHERFORD INTERNATIONAL LTD. FOR | | | |
| THE YEAR ENDED DECEMBER 31, 2011. | | | |
| 2 | DISCHARGE OF THE BOARD OF DIRECTORS | Management | For | For |
| AND EXECUTIVE OFFICERS FROM LIABILITY | | | |
| UNDER SWISS LAW FOR ACTIONS OR | | | |
| OMISSIONS DURING THE YEAR ENDED | | | |
| DECEMBER 31, 2011. | | | |
| 3A | ELECTION OF DIRECTOR: BERNARD J. | Management | For | For |
| DUROC-DANNER | | | |
| 3B | ELECTION OF DIRECTOR: SAMUEL W. | Management | For | For |
| BODMAN, III | | | |
| 3C | ELECTION OF DIRECTOR: NICHOLAS F. | Management | For | For |
| BRADY | | | |
| 3D | ELECTION OF DIRECTOR: DAVID J. BUTTERS | Management | For | For |
| 3E | ELECTION OF DIRECTOR: WILLIAM E. | Management | For | For |
| MACAULAY | | | |
| 3F | ELECTION OF DIRECTOR: ROBERT K. | Management | For | For |
| MOSES, JR. | | | |
| 3G | ELECTION OF DIRECTOR: GUILLERMO ORTIZ | Management | For | For |
| 3H | ELECTION OF DIRECTOR: EMYR JONES | Management | For | For |
| PARRY | | | |
| 3I | ELECTION OF DIRECTOR: ROBERT A. RAYNE | Management | For | For |
| 4 | RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR YEAR | | | |
| ENDING DECEMBER 31, 2012 AND THE RE- | | | |
| ELECTION OF ERNST & YOUNG LTD, ZURICH | | | |
| AS STATUTORY AUDITOR FOR YEAR | | | |
| ENDING DECEMBER 31, 2012. | | | |
| 5 | APPROVAL OF AN AMENDMENT TO THE | Management | For | For |
| ARTICLES OF ASSOCIATION TO EXTEND THE | | | |
| BOARD'S AUTHORIZATION TO ISSUE | | | |
| SHARES FROM AUTHORIZED SHARE | | | |
| CAPITAL TO MAY 23, 2014 AND TO INCREASE | | | |
| ISSUABLE AUTHORIZED CAPITAL TO AN | | | |
| AMOUNT EQUAL TO 50% OF CURRENT | | | |
| STATED CAPITAL. | | | |
| 6 | APPROVAL OF AN AMENDMENT TO THE | Management | Against | Against |
| WEATHERFORD INTERNATIONAL LTD. 2010 | | | |
| OMNIBUS INCENTIVE PLAN TO INCREASE | | | |
| THE NUMBER OF SHARES ISSUABLE UNDER | | | |
| THE PLAN TO 28,144,000 SHARES. | | | |
| 7 | APPROVAL OF AN ADVISORY RESOLUTION | Management | Against | Against |
| REGARDING EXECUTIVE COMPENSATION. | | | |
Page 33 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| UNUM GROUP | | |
| Security | 91529Y106 | Meeting Type | Annual |
| Ticker Symbol | UNM | Meeting Date | 24-May-2012 |
| ISIN | US91529Y1064 | Agenda | 933600529 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: PAMELA H. | Management | Against | Against |
| GODWIN | | | |
| 1B | ELECTION OF DIRECTOR: THOMAS KINSER | Management | Against | Against |
| 1C | ELECTION OF DIRECTOR: A.S. MACMILLAN, | Management | Against | Against |
| JR. | | | |
| 1D | ELECTION OF DIRECTOR: EDWARD J. MUHL | Management | Against | Against |
| 2 | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS | | | |
| 3 | TO APPROVE THE UNUM GROUP STOCK | Management | For | For |
| INCENTIVE PLAN OF 2012. | | | |
| 4 | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2012 | | | |
| ZIONS BANCORPORATION | | |
| Security | 989701107 | Meeting Type | Annual |
| Ticker Symbol | ZION | Meeting Date | 25-May-2012 |
| ISIN | US9897011071 | Agenda | 933599865 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: JERRY C. ATKIN | Management | For | For |
| 1B | ELECTION OF DIRECTOR: R.D. CASH | Management | For | For |
| 1C | ELECTION OF DIRECTOR: PATRICIA FROBES | Management | For | For |
| 1D | ELECTION OF DIRECTOR: J. DAVID HEANEY | Management | For | For |
| 1E | ELECTION OF DIRECTOR: ROGER B. | Management | For | For |
| PORTER | | | |
| 1F | ELECTION OF DIRECTOR: STEPHEN D. | Management | For | For |
| QUINN | | | |
| 1G | ELECTION OF DIRECTOR: HARRIS H. | Management | For | For |
| SIMMONS | | | |
| 1H | ELECTION OF DIRECTOR: L.E. SIMMONS | Management | For | For |
| 1I | ELECTION OF DIRECTOR: SHELLEY THOMAS | Management | For | For |
| WILLIAMS | | | |
| 1J | ELECTION OF DIRECTOR: STEVEN C. | Management | For | For |
| WHEELWRIGHT | | | |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM. | | | |
| 3 | APPROVAL, ON A NONBINDING ADVISORY | Management | For | For |
| BASIS, OF THE COMPENSATION PAID TO | | | |
| THE COMPANY'S EXECUTIVE OFFICERS. | | | |
| 4 | APPROVAL OF AMENDMENTS TO THE | Management | For | For |
| COMPANY'S AMENDED AND RESTATED 2005 | | | |
| STOCK OPTION AND INCENTIVE PLAN. | | | |
| 5 | APPROVAL OF THE COMPANY'S 2012 | Management | For | For |
| MANAGEMENT INCENTIVE COMPENSATION | | | |
| PLAN. | | | |
| 6 | THAT THE BOARD ADOPT A POLICY TO | Shareholder | For | Against |
| REVIEW AND DETERMINE WHETHER TO | | | |
| SEEK RECOUPMENT OF BONUSES AND | | | |
| OTHER INCENTIVE COMPENSATION. | | | |
Page 34 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| ALLIANCE DATA SYSTEMS CORPORATION | | |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | ADS | Meeting Date | 07-Jun-2012 |
| ISIN | US0185811082 | Agenda | 933611522 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: EDWARD J. | Management | For | For |
| HEFFERNAN | | | |
| 1B | ELECTION OF DIRECTOR: ROBERT A. | Management | For | For |
| MINICUCCI | | | |
| 2 | ADVISORY APPROVAL OF EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3 | TO RATIFY THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF | | | |
| ALLIANCE DATA SYSTEMS CORPORATION | | | |
| FOR 2012. | | | |
| INGERSOLL-RAND PLC | | |
| Security | G47791101 | Meeting Type | Annual |
| Ticker Symbol | IR | Meeting Date | 07-Jun-2012 |
| ISIN | IE00B6330302 | Agenda | 933612916 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: A.C. BERZIN | Management | For | For |
| 1B | ELECTION OF DIRECTOR: J. BRUTON | Management | For | For |
| 1C | ELECTION OF DIRECTOR: J.L. COHON | Management | For | For |
| 1D | ELECTION OF DIRECTOR: G.D. FORSEE | Management | For | For |
| 1E | ELECTION OF DIRECTOR: P.C. GODSOE | Management | For | For |
| 1F | ELECTION OF DIRECTOR: E.E. | Management | For | For |
| HAGENLOCKER | | | |
| 1G | ELECTION OF DIRECTOR: C.J. HORNER | Management | For | For |
| 1H | ELECTION OF DIRECTOR: M.W. LAMACH | Management | For | For |
| 1I | ELECTION OF DIRECTOR: T.E. MARTIN | Management | For | For |
| 1J | ELECTION OF DIRECTOR: R.J. SWIFT | Management | For | For |
| 1K | ELECTION OF DIRECTOR: T.L. WHITE | Management | For | For |
| 2 | ADVISORY APPROVAL OF THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS | | | |
| 3 | APPROVAL OF THE APPOINTMENT OF | Management | For | For |
| INDEPENDENT AUDITORS AND | | | |
| AUTHORIZATION OF THE AUDIT COMMITTEE | | | |
| TO SET THE AUDITORS' REMUNERATION | | | |
| ACTIVISION BLIZZARD, INC. | | |
| Security | 00507V109 | Meeting Type | Annual |
| Ticker Symbol | ATVI | Meeting Date | 07-Jun-2012 |
| ISIN | US00507V1098 | Agenda | 933620317 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: PHILIPPE G.H. | Management | Against | Against |
| CAPRON | | | |
| 1B | ELECTION OF DIRECTOR: ROBERT J. CORTI | Management | Against | Against |
| 1C | ELECTION OF DIRECTOR: FREDERIC R. | Management | Against | Against |
| CREPIN | | | |
| 1D | ELECTION OF DIRECTOR: LUCIAN GRAINGE | Management | Against | Against |
| 1E | ELECTION OF DIRECTOR: BRIAN G. KELLY | Management | Against | Against |
| 1F | ELECTION OF DIRECTOR: ROBERT A. | Management | Against | Against |
| KOTICK | | | |
| 1G | ELECTION OF DIRECTOR: JEAN-BERNARD | Management | Against | Against |
| LEVY | | | |
| 1H | ELECTION OF DIRECTOR: ROBERT J. | Management | Against | Against |
| MORGADO | | | |
| 1I | ELECTION OF DIRECTOR: STEPHANE | Management | Against | Against |
| ROUSSEL | | | |
| 1J | ELECTION OF DIRECTOR: RICHARD | Management | Against | Against |
| SARNOFF | | | |
| 1K | ELECTION OF DIRECTOR: REGIS TURRINI | Management | Against | Against |
| 2 | APPROVE AMENDMENT AND RESTATEMENT | Management | Against | Against |
| OF 2008 INCENTIVE PLAN TO AMEND | | | |
| LIMITATIONS WITH RESPECT TO GRANTING | | | |
| OF AWARDS UNDER PLAN | | | |
| 3 | APPROVAL OF THE COMPANY'S EXECUTIVE | Management | Against | Against |
| COMPENSATION | | | |
| 4 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2012 | | | |
Page 35 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| NATUS MEDICAL INCORPORATED | | |
| Security | 639050103 | Meeting Type | Annual |
| Ticker Symbol | BABY | Meeting Date | 08-Jun-2012 |
| ISIN | US6390501038 | Agenda | 933615948 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: DORIS E. | Management | Against | Against |
| ENGIBOUS | | | |
| 1B | ELECTION OF DIRECTOR: WILLIAM M. | Management | Against | Against |
| MOORE | | | |
| 2 | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS INDEPENDENT | | | |
| ACCOUNTANTS FOR THE COMPANY FOR | | | |
| THE CURRENT FISCAL YEAR. | | | |
| 3 | ADVISORY APPROVAL OF THE COMPANY'S | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 4 | TO APPROVE THE AMENDMENT OF OUR | Management | For | For |
| AMENDED AND RESTATED CERTIFICATE OF | | | |
| INCORPORATION TO ELIMINATE | | | |
| SUPERMAJORITY VOTING THRESHOLDS. | | | |
| CAVIUM, INC. | | |
| Security | 14964U108 | Meeting Type | Annual |
| Ticker Symbol | CAVM | Meeting Date | 08-Jun-2012 |
| ISIN | US14964U1088 | Agenda | 933617841 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | Management | | |
| 1 | SANJAY MEHROTRA | | For | For |
| 2 | TO RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| INDEPENDENT AUDITORS OF CAVIUM, INC. | | | |
| FOR ITS FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2012. | | | |
| 3 | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF CAVIUM, INC.'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| CHESAPEAKE ENERGY CORPORATION | | |
| Security | 165167107 | Meeting Type | Annual |
| Ticker Symbol | CHK | Meeting Date | 08-Jun-2012 |
| ISIN | US1651671075 | Agenda | 933636978 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | RICHARD K. DAVIDSON | | Withheld | Against |
| 2 | V. BURNS HARGIS | | Withheld | Against |
| 2 | TO APPROVE AN AMENDMENT TO OUR | Management | Against | Against |
| BYLAWS TO IMPLEMENT MAJORITY VOTING | | | |
| IN DIRECTOR ELECTIONS. | | | |
| 3 | AN ADVISORY VOTE TO APPROVE OUR | Management | Against | Against |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 4 | TO APPROVE AN AMENDMENT TO OUR | Management | Against | Against |
| LONG TERM INCENTIVE PLAN. | | | |
| 5 | TO APPROVE THE ANNUAL INCENTIVE PLAN. | Management | Against | Against |
| 6 | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDED DECEMBER 31, 2012. | | | |
| 7 | SHAREHOLDER PROPOSAL RELATING TO | Shareholder | Against | For |
| RE-INCORPORATION IN DELAWARE. | | | |
| 8 | SHAREHOLDER PROPOSAL RELATING TO | Shareholder | Against | For |
| POLITICAL LOBBYING EXPENDITURES. | | | |
| 9 | SHAREHOLDER PROPOSAL RELATING TO | Shareholder | Against | For |
| THE SUPERMAJORITY VOTING STANDARD. | | | |
| 10 | SHAREHOLDER PROPOSAL RELATING TO | Shareholder | Against | For |
| PROXY ACCESS. | | | |
Page 36 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| JOS. A. BANK CLOTHIERS, INC. | | |
| Security | 480838101 | Meeting Type | Annual |
| Ticker Symbol | JOSB | Meeting Date | 15-Jun-2012 |
| ISIN | US4808381010 | Agenda | 933633100 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1.1 | ELECTION OF DIRECTOR: ANDREW A. | Management | Against | Against |
| GIORDANO | | | |
| 1.2 | ELECTION OF DIRECTOR: WILLIAM E. | Management | Against | Against |
| HERRON | | | |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING FEBRUARY 2, 2013. | | | |
| 3 | AN ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPANY'S EXECUTIVE COMPENSATION. | | | |
| BEST BUY CO., INC. | | |
| Security | 086516101 | Meeting Type | Annual |
| Ticker Symbol | BBY | Meeting Date | 21-Jun-2012 |
| ISIN | US0865161014 | Agenda | 933631699 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | LISA M. CAPUTO | | For | For |
| 2 | KATHY J. HIGGINS VICTOR | | For | For |
| 3 | GERARD R. VITTECOQ | | For | For |
| 2 | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING FEBRUARY | | | |
| 2, 2013. | | | | |
| 3 | TO CONDUCT AN ADVISORY VOTE TO | Management | Against | Against |
| APPROVE OUR NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 4 | TO APPROVE AN INCREASE IN THE | Management | Against | Against |
| AVAILABLE NUMBER OF SHARES UNDER | | | |
| THE BEST BUY CO., INC. 2008 EMPLOYEE | | | |
| STOCK PURCHASE PLAN. | | | |
| 5 | TO VOTE ON A SHAREHOLDER PROPOSAL | Shareholder | For | For |
| RECOMMENDING DECLASSIFICATION OF | | | |
| OUR BOARD OF DIRECTORS, IF PROPERLY | | | |
| PRESENTED AT THE MEETING. | | | |
| MEDASSETS, INC. | | |
| Security | 584045108 | Meeting Type | Annual |
| Ticker Symbol | MDAS | Meeting Date | 21-Jun-2012 |
| ISIN | US5840451083 | Agenda | 933635762 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | C.A. LANCE PICCOLO | | For | For |
| 2 | BRUCE F. WESSON | | For | For |
| 3 | SAMUEL K. SKINNER | | For | For |
| 2 | TO RATIFY THE APPOINTMENT OF KPMG | Management | For | For |
| LLP, AS THE INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE | | | |
| COMPANY FOR THE FISCAL YEAR ENDING | | | |
| DECEMBER 31, 2012. | | | |
| 3 | TO APPROVE THE COMPENSATION OF THE | Management | For | For |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
Page 37 of 38
Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| BED BATH & BEYOND INC. | | |
| Security | 075896100 | Meeting Type | Annual |
| Ticker Symbol | BBBY | Meeting Date | 22-Jun-2012 |
| ISIN | US0758961009 | Agenda | 933647577 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: WARREN | Management | For | For |
| EISENBERG | | | |
| 1B | ELECTION OF DIRECTOR: LEONARD | Management | For | For |
| FEINSTEIN | | | |
| 1C | ELECTION OF DIRECTOR: STEVEN H. | Management | For | For |
| TEMARES | | | |
| 1D | ELECTION OF DIRECTOR: DEAN S. ADLER | Management | For | For |
|
| 1E | ELECTION OF DIRECTOR: STANLEY F. | Management | For | For |
| BARSHAY | | | |
| 1F | ELECTION OF DIRECTOR: KLAUS EPPLER | Management | For | For |
|
| 1G | ELECTION OF DIRECTOR: PATRICK R. | Management | For | For |
| GASTON | | | |
| 1H | ELECTION OF DIRECTOR: JORDAN HELLER | Management | For | For |
|
| 1I | ELECTION OF DIRECTOR: VICTORIA A. | Management | For | For |
| MORRISON | | | |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP | | | |
| 3 | TO APPROVE, BY NON-BINDING VOTE, THE | Management | For | For |
| 2011 COMPENSATION PAID TO THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 4 | TO APPROVE THE 2012 INCENTIVE | Management | Against | Against |
| COMPENSATION PLAN. | | | |
| MOBILE MINI, INC. | | |
| Security | 60740F105 | Meeting Type | Annual |
| Ticker Symbol | MINI | Meeting Date | 26-Jun-2012 |
| ISIN | US60740F1057 | Agenda | 933636942 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | JEFFREY S. GOBLE | | For | For |
|
| 2 | JAMES J. MARTELL | | For | For |
|
| 3 | STEPHEN A MCCONNELL | | For | For |
|
| 2 | RATIFICATION OF THE SELECTION OF | Management | For | For |
| ERNST & YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2012. | | | |
| 3 | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4 | RE-APPROVAL OF PERFORMANCE | Management | For | For |
| MEASURES UNDER THE MOBILE MINI, INC. | | | |
| 2006 EQUITY INCENTIVE PLAN. | | | |
Page 38 of 38
Thompson Plumb Bond Fund
Proxy Voting Record for Period 07/01/2011 to 06/30/2012
| CIT GROUP INC. | | |
| Security | 125581801 | Meeting Type | Annual |
| Ticker Symbol | CIT | Meeting Date | 15-May-2012 |
| ISIN | US1255818015 | Agenda | 933586591 - Management |
| Item | Proposal | Type | Vote | For/Against |
| | | | | | Management |
| 1A | ELECTION OF DIRECTOR: JOHN A. THAIN | Management | Against | Against |
| 1B | ELECTION OF DIRECTOR: MICHAEL J. | Management | Against | Against |
| EMBLER | | | |
| 1C | ELECTION OF DIRECTOR: WILLIAM M. | Management | Against | Against |
| FREEMAN | | | |
| 1D | ELECTION OF DIRECTOR: DAVID M. | Management | Against | Against |
| MOFFETT | | | |
| 1E | ELECTION OF DIRECTOR: R. BRAD OATES | Management | Against | Against |
| 1F | ELECTION OF DIRECTOR: MARIANNE MILLER | Management | Against | Against |
| PARRS | | | |
| 1G | ELECTION OF DIRECTOR: GERALD | Management | Against | Against |
| ROSENFELD | | | |
| 1H | ELECTION OF DIRECTOR: JOHN R. RYAN | Management | Against | Against |
| 1I | ELECTION OF DIRECTOR: SEYMOUR | Management | Against | Against |
| STERNBERG | | | |
| 1J | ELECTION OF DIRECTOR: PETER J. TOBIN | Management | Against | Against |
| 1K | ELECTION OF DIRECTOR: LAURA S. UNGER | Management | Against | Against |
| 2 | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS CIT'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM AND EXTERNAL | | | |
| AUDITORS FOR 2012. | | | |
| 3 | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
Page 1 of 1
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THOMPSON PLUMB FUNDS, INC. |
| |
| By: | /s/ | John W. Thompson |
| | | John W. Thompson, Chief Executive |
| | | Officer and President |
| |
| Date: August 14, 2012 |
